Common use of Letter of Credit Participations Clause in Contracts

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such drawing, or any part thereof, that is not so reimbursed and the Administrative Agent shall promptly forward such amounts to such Issuing Lender.

Letter of Credit Participations. (ai) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be deemed to grant have sold and hereby grants transferred to each L/C Multicurrency Revolving Lender, other than such Facing Agent (each such Lender, in its capacity under this Section 2.10(e), a “LC Participant”), and, and each such LC Participant shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderFacing Agent, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C ParticipantMulticurrency Revolving Lender’s Revolving Percentage Multicurrency Revolver Pro Rata Share, in such Issuing Lender’s Letter of Credit, each Drawing made thereunder and the obligations and rights of Company under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal the LC Participant as provided in Section 2.10(g) and the LC Participants shall have no right to such L/C Participant’s Revolving Percentage receive any portion of the amount facing fees), and any security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of such drawingthe Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share of the assignor and assignee Lender or any part thereofof all Lenders with Multicurrency Revolving Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a Commitment, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Commitments of the Lenders pursuant to section 12.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a Revolving Commitment, and each such Lender (each a "LC PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the LC Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Revolving Commitments of the Lenders pursuant to section 12.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant Effective on the Initial Borrowing Date (in the case of each Existing Letter of Credit) and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters effective immediately upon the issuance by the Letter of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Issuer of any Letter of Credit (in the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect case of each any Letter of Credit issued hereunder and on or after the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender thatInitial Borrowing Date), if a drawing is paid under any the Letter of Credit for which Issuer in respect of such Issuing Lender is not reimbursed Letter of Credit shall be deemed to have sold and transferred to each other Revolving Bank, and each such Revolving Bank (each a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Revolving Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Revolving Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Credit Commitments of the amount Revolving Banks pursuant to Section 1.13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings with respect thereto, or any part thereof, that is not so reimbursed there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new Revolving Percentages of the assigning and the Administrative Agent shall promptly forward such amounts to such Issuing Lenderassignee Bank.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each ------------------------------- issuance by the Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for (which date shall be the Initial Borrowing Date in the case of Existing Letters of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender, and each Lender is not reimbursed (each a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Revolving Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in Section 3.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments of the amount Lenders pursuant to Section 12.4(b), it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, or any part thereof, that is not so reimbursed there shall be an automatic adjustment to the participations pursuant to this Section 2.5 to reflect the new Revolving Percentages of the assigning and the Administrative Agent shall promptly forward such amounts to such Issuing assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the ------------------------------- issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other RL Bank, and each such RL Bank (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted RL Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the Adjusted RL Percentages of the amount XX Xxxxx pursuant to Section 1.13 or 13.04(b) or as a result of such drawinga Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages of the assigning and assignee Bank or any part thereofof all XX Xxxxx, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Immediately upon the issuance by an Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof any Letter of Credit, and, to induce such Issuing Lender shall be deemed to issue Letters of Credit hereunderhave sold and transferred to each Revolving Lender, and each L/C Participant such Revolving Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase and hereby accepts and purchases received from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage (or the Dollar Equivalent thereof), in such Issuing Lender’s Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and rights under and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in respect no event shall the dollar amount represented by the aggregate of each the Revolving Percentage of all Letter of Credit issued hereunder Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of each drawing paid by such Issuing Lender thereunderParticipant exceed the Revolving Commitments of such Participant. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(c), it is hereby agreed that, if a drawing is paid under any Letter with respect to all outstanding Letters of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementand Unpaid Drawings relating thereto, such L/C Participant there shall pay be an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such L/C Participant’s new Revolving Percentage Percentages of the amount of such drawingassignor and assignee Lender, or any part thereof, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (ai) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be deemed to grant have sold and hereby grants transferred to each L/C Multicurrency Revolving Lender, other than such Facing Agent (each such Lender, in its capacity under this Section 2.10(e), a “LC Participant”), and, and each such LC Participant shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderFacing Agent, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C ParticipantMulticurrency Revolving Lender’s Revolving Percentage Multicurrency Revolver Pro Rata Share, in such Issuing Lender’s Letter of Credit, each Drawing made thereunder and the obligations and rights of Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal the LC Participant as provided in Section 2.10(g) and the LC Participants shall have no right to such L/C Participant’s Revolving Percentage receive any portion of the amount facing fees), and any security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of such drawingthe Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share of the assignor and assignee Lender or any part thereofof all Lenders with Multicurrency Revolving Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (ai) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be deemed to grant have sold and hereby grants transferred to each L/C Lender, other than such Facing Agent (each such Lender, in its capacity under this Section 2.10(e), an "LC Participant"), and, and each such LC Participant shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderFacing Agent, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage Lender's Pro Rata Share, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each Drawing made thereunder and the obligations and rights of the Company under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal the Lenders as provided in Section 2.10(g) and the LC Participants shall have no right to such L/C Participant’s Revolving Percentage receive any portion of the amount facing fees), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments of such drawingthe Lenders pursuant to this Agreement 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 to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Pro Rata Share of the assignor and assignee Lender or any part thereofof all Lenders with Revolving Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by (and on the Borrower in accordance Closing Date with the terms respect to any Existing Letter of this AgreementCredit), such L/C Participant Letter of Credit Issuer shall pay be deemed to have sold and transferred to each Lender with a Revolving Commitment, and each such Lender (each a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Revolving Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrowers under this Agreement with respect thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Revolving Commitments of the Lenders pursuant to section 13.4(c), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other RL Bank, and each such RL Bank (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted RL Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the Adjusted RL Percentages of the amount XX Xxxxx pursuant to Section 1.13 or 13.04(b) or as a result of such drawinga Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages of the assigning and assignee Bank or any part thereofof all XX Xxxxx, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a General Revolving Commitment, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's General Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Commitments of the Lenders pursuant to section 12.4(c), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing Lenderthis section 3.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lenders.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C Revolving Lender, and each Revolving Lender (each a “Participant, and, ”) shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C ParticipantRevolving Lender’s Revolving Percentage Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of the Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Revolving Lenders as provided in Section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Fronting Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments of the amount Revolving Lenders pursuant to Section 12.4(b), it is hereby agreed that, with respect to all then outstanding Letters of such drawingCredit and Unpaid Drawings, or any part thereof, that is not so reimbursed there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to reflect the new Revolving Percentages of the assigning and the Administrative Agent shall promptly forward such amounts to such Issuing assignee Revolving Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender, and each such Lender is not reimbursed (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c) or (d)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Commitments of the Lenders pursuant to section 12.4(c), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Immediately upon the issuance by any Issuing Lender irrevocably agrees of any Letter of Credit, such Issuing Lender shall be deemed to grant have sold and hereby grants transferred to each RL Lender or CL Lender, as the case may be (each such RL Lender or CL Lender, as the case may be, with respect to any Letter of Credit, in its capacity under this Section 2.04, a "L/C Participant"), and, to induce and each such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase and hereby accepts and purchases received from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest and participation, in a percentage equal to such L/C Participant’s Revolving 's RL Percentage or CL Percentage, as the case may be, in such Issuing Lender’s Letter of Credit, each Drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such the respective Lenders as provided in Section 3.01(b) and the L/C Participant’s Participants shall have no right to receive any portion of any Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the RL Percentages of the amount respective RL Lenders or the Credit-Linked Commitments or the CL Percentages of such drawingthe respective CL Lenders, in each case pursuant to Section 1.13, 1.14 or any part thereof13.04(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing Lenderthis Section 2.04 to reflect the new RL Percentages or CL Percentages, as the case may be, of the respective Lenders.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a General Revolving Commitment, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's General Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Commitments of the Lenders pursuant to section 12.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each Revolving Credit Lender (each such other Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and, to induce and each such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and hereby accepts participation in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and purchases from such Issuing Lenderthe obligations of the Borrower under this Agreement with respect thereto (each, on the terms and conditions set forth below, for such a “L/C Participant’s own account and risk an undivided interest equal to Participation”) pro rata based on such L/C Participant’s Revolving Credit Commitment Percentage in without regard to the Class of the Revolving Credit Commitments held by such Issuing Lender’s obligations , and rights under and in respect of each any security therefor or guaranty pertaining thereto; provided that the Letter of Credit issued hereunder and the amount of each drawing Fees will be paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay directly to the Administrative Agent for the ratable account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such the L/C ParticipantParticipants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees). On the Final Date for any Class of Revolving Credit Commitments, such participations of Revolving Credit Lenders under and in respect of such Class shall, notwithstanding whether any conditions specified in Section 7 are then satisfied, be automatically reallocated to the then remaining Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage of the amount of such drawing, or any part thereof, that is not so reimbursed and the Administrative Agent shall promptly forward such amounts after giving effect to such Issuing LenderFinal Date.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be deemed to grant have sold and hereby grants transferred to each L/C ParticipantDomestic Revolving Lender, andother than such Facing Agent (each such Lender, in its capacity under this SECTION 2.9(E), a "LC PARTICIPANT"), and each such LC Participant shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderFacing Agent, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Domestic Revolving Percentage Lender's Domestic Revolver Pro Rata Share, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each Drawing made thereunder and the obligations and rights of Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal the Domestic Revolving Lenders as provided in SECTION 2.9(G) and the LC Participants shall have no right to such L/C Participant’s Revolving Percentage receive any portion of the amount facing fees), and any security therefor or guaranty pertaining thereto. Upon any change in the Domestic Revolving Commitments of such drawingthe Domestic Revolving Lenders it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this SECTION 2.9(E) to reflect the new Domestic Revolver Pro Rata Share of the assignor and assignee Lender or any part thereofof all Lenders with Domestic Revolving Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other Bank with a Revolving Loan Commitment, and each such Bank (each a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage Bank's Adjusted Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or Adjusted Percentages of the amount of such drawingBanks pursuant to Section 1.10(c)(ii) or 12.04(b) or otherwise, or any part thereofupon the occurrence of a Bank Default, that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing Lenderthis Section 2.05 to reflect the new Adjusted Percentages of the assigning and assignee Banks or of all Non-Defaulting Banks, as the case may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C Lender, and each such Lender (each a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage Lender's Commitment Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations and rights of the Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in Section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by Section 4.1(c)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Commitments of the Lenders pursuant to Section 12.4(c), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this Section 3.4 to reflect the new Commitment Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Fifth Restatement Effective Date, in the case of Existing Letters of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each other RL Lender is not reimbursed (each such other RL Lender, in full by its capacity under this Section 2.03, a “Participant”), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, a “participation”), to the extent of such Participant’s RL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor that remains in accordance with effect after the terms Original Effective Date, or guaranty pertaining thereto (although Letter of this Agreement, such L/C Participant shall pay Credit Fees will be paid directly to the Administrative Agent for the ratable account of such Issuing Lender upon demand the Participants as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees). Upon any change in the Revolving Percentage Loan Commitments of the amount RL Lenders pursuant to Section 1.14, 1.16 or 12.04 or the termination of such drawinga Commitment of a Non-Continuing Lender, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new RL Percentages of the assignor and assignee RL Lender and of all RL Lenders or any part thereofall Continuing Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each drawing paid ------------------------------- issuance by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which Issuer of any Letter of Credit, such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each other RC Lender, and each such RC Lender is not reimbursed (each, a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted RC Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower in accordance under this Agreement with respect thereto (although the terms Letter of this Agreement, such L/C Participant Credit Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the RC Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments or Adjusted RC Percentages of the amount RC Lenders pursuant to Sections 1.13 or 12.04(b) or upon a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to reflect the new Adjusted RC Percentages of the assigning and assignee RC Lender or any part thereofof all RC Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Immediately upon the issuance by the respective Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantBank of any Letter of Credit, and, to induce such Issuing Lender Bank shall be deemed to issue Letters have sold and transferred to (x) in the case of Credit hereundera U.S. Letter of Credit, each L/C Lender (other than such Issuing Bank) with a Revolving Loan Commitment and (y) in the case of a German Letter of Credit, each Lender (other than such Issuing Bank) with a German Revolving Loan Sub-Commitment (each such Lender with respect to any Letter of Credit, in its capacity under this Section 2.04, a "Participant"), and each such Participant shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderBank, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest and participation, in a percentage equal to such L/C Participant’s Revolving Percentage 's RL Percentage, in the case of a U.S. Letter of Credit, or German RL Percentage, in the case of a German Letter of Credit, in such Issuing Lender’s Letter of Credit, each drawing or payment made thereunder and the obligations of the respective Account Party under this Agreement with respect thereto, and rights under and in respect of each any security therefor or guaranty pertaining thereto (although Letter of Credit issued hereunder and the amount of each drawing Fees shall be paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay directly to the Administrative Agent for the ratable account of such Issuing Lender upon demand the Lenders based on their RL Percentages or German RL Percentages, as the case may be, as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees). Upon any change in the Revolving Percentage Loan Commitments or RL Percentages or German RL Percentages of the amount Lenders pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new RL Percentages or any part thereofGerman RL Percentages, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be, of the various Lenders.

Letter of Credit Participations. (a) Each Immediately upon the issuance by the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters Bank of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), the Issuing Bank shall be deemed to have sold and transferred to each Lender with a Revolving Commitment, and each such Lender (each a “LC Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender is not reimbursed Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the LC Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Revolving Commitments of the Lenders pursuant to section 12.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other RL Lender, and each such RL Lender (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the RL Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefore or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments of the amount RL Lenders pursuant to Section 1.13 or 13.04(b) or as a result of such drawingthe Restatement Effective Date, or any part thereofit is hereby agreed that, that is not so reimbursed with respect to all outstanding Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this Section 2.03 to reflect the new Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Immediately upon the issuance by an Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof any Letter of Credit, and, to induce such Issuing Lender shall be deemed to issue Letters of Credit hereunderhave sold to each Revolving Lender (each such Revolving Lender, in its capacity under this Section 2.04, a “Participant”), and each L/C such Participant shall be deemed irrevocably agrees and unconditionally to accept and purchase and hereby accepts and purchases have purchased from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving RL Percentage in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of the respective Revolving Borrower under and this Agreement with respect thereto, in respect of each the respective Letter of Credit issued hereunder Fees (but not Facing Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the amount Revolving Loan Commitments or RL Percentages of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender the Lenders pursuant to Section 1.13 or 12.04(b), it is hereby agreed that, if a drawing is paid under any Letter with respect to all outstanding Letters of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementand Unpaid Drawings, such L/C Participant there shall pay be an automatic adjustment to the Administrative Agent for participations pursuant to this Section 2.04 to reflect the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage new RL Percentages of the amount of such drawingassignor and assignee Lender, or any part thereof, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each ------------------------------- issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for (which date shall be the Initial Borrowing Date in the case of Existing Letters of Credit), such Issuing Lender is not reimbursed Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank, and each Bank (each a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Bank's RF Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments of the amount Banks pursuant to Section 1.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, or any part thereof, that is not so reimbursed there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to reflect the new RF Percentages of the assigning and the Administrative Agent shall promptly forward such amounts to such Issuing Lenderassignee Bank.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, (and on the Restatement Effective Date with respect to grant any Existing Letter of Credit), the Letter of Credit Issuer shall be deemed to have sold and hereby grants transferred to each L/C other Bank, and each such Bank (each a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage Bank's Adjusted RC Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although the Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments or Adjusted RC Percentages of the amount Banks pursuant to Section 12.04(b) or upon a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to reflect the new Adjusted RC Percentages of the assigning and assignee Bank or any part thereofof all Banks, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other Lender (each such other Lender, in its capacity under this Section 2.03, a "Participant"), and, and each such Participant shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation (each a "participation"), to the extent of such L/C Participant’s Revolving Percentage 's Adjusted Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and rights under and any security therefor that remains in respect of each effect after the Closing Date, or guaranty pertaining thereto (although Letter of Credit issued hereunder and the amount of each drawing Fees will be paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay directly to the Administrative Agent for the ratable account of such Issuing Lender upon demand the Participants as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any Facing Fees). Upon any change in the Commitments of the amount Lenders pursuant to Section 1.15 or 12.04, the termination of such drawinga Commitment of a Non-Continuing Lender or the occurrence of any Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted Percentages of the assignor and assignee Lender, of all Continuing Lenders or any part thereofof all Non-Defaulting Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the ------------------------------- issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other Revolving Lender, and each such Revolving Lender (each a "Participant, and, ") shall be ----------- deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Lender's Adjusted Revolving Percentage Commitment Percentage, in such Issuing Lender’s Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although the Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in Section 3.01(b) and the Participants shall have no --------------- right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments or Adjusted Revolving Commitment Percentages of the amount Revolving Lenders pursuant to Section 12.04(b) or upon a Lender Default, it is hereby agreed that, with ---------------- respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to ------------ reflect the new Adjusted Revolving Commitment Percentages of the assigning and assignee Lender or any part thereofof all Revolving Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a General Revolving Commitment, and each such Lender (each a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's General Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Commitments of the Lenders pursuant to section 12.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Immediately upon the issuance by any Issuing Lender irrevocably agrees Bank of any Letter of Credit, such Issuing Bank shall be deemed to grant have sold and hereby grants transferred to each L/C ParticipantLender with a Revolving Loan Commitment, and, to induce other than such Issuing Lender Bank (each such Lender, in its capacity under this Section 2.03, a "PARTICIPANT"), and each such Participant shall be deemed irrevocably and unconditionally to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderBank, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted Percentage, in such Issuing Lender’s Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or Adjusted Percentages of the amount Lenders pursuant to Section 1.13 or 13.04 or as a result of such drawinga Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted Percentages of the assignor and assignee Lender or any part thereofof all Lenders with Revolving Loan Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a Commitment under the General Revolving Facility, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's General Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Commitments of the Lenders pursuant to section 12.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Immediately upon the issuance by any Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof any Letter of Credit, and, to induce such Issuing Lender shall be deemed to issue Letters of Credit hereunderhave sold and transferred to each Revolving Lender with a Revolving Loan Commitment, other than such Issuing Lender (each L/C such Revolving Lender, in its capacity under this Section 3.03, a “Revolving Participant”), and each such Revolving Participant shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase and hereby accepts and purchases received from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Revolving Participant’s Revolving Percentage Percentage, in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder Credit, each drawing made thereunder and the amount obligations of each drawing paid by such Issuing Lender thereunderthe Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Sections 2.12 or 14.04, it is hereby agreed that, if a drawing is paid under any Letter with respect to all outstanding Letters of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementand Unpaid Drawings, such L/C Participant there shall pay be an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.03 to reflect the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such L/C Participant’s new Revolving Percentage Percentages of the amount assignor and assignee Revolving Lender or of such drawingall Revolving Lenders with Revolving Loan Commitments, or any part thereof, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Letter of Credit Issuer of a Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each other Bank with a Revolving Loan Commitment, and each such Bank (each an "L/C Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage Bank's Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each payment made thereunder and the obligations and rights of the US Borrower under and in this Agreement with respect of each thereto (although the Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such the Banks as provided in Section 2.7(b) and the L/C Participant’s Participants shall have no right to receive any portion of any Fronting Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or percentages of the amount Banks with Revolving Loan Commitments pursuant to Section 11.6(c), it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2A.5 to reflect the new percentages of the assigning and assignee Bank or any part thereofof all Banks with Revolving Loan Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the ------------------------------- issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other A RL Bank, and each such A RL Bank (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's A RL Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of the U.S. Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the A XX Xxxxx as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the A Revolving Percentage Loan Commitments of the amount A XX Xxxxx pursuant to Section 1.13 or 12.04(b) or otherwise, it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, or any part thereof, that is not so reimbursed there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new A RL Percentages of the assigning and the Administrative Agent shall promptly forward such amounts to such Issuing Lenderassignee Banks.

Letter of Credit Participations. (a) Each Immediately upon the issuance by any Issuing Lender irrevocably agrees Bank of any Letter of Credit, such Issuing Bank shall be deemed to grant have sold and hereby grants transferred to each L/C ParticipantLender with a Revolving Loan Commitment, and, to induce other than such Issuing Lender Bank (each such Lender, in its capacity under this Section 2.03, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderBank, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted Percentage, in such Issuing Lender’s Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or Adjusted Percentages of the amount Lenders pursuant to Section 1.13 or 13.04 or as a result of such drawinga Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted Percentages of the assignor and assignee Lender or any part thereofof all Lenders with Revolving Loan Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (ai) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be deemed to grant have sold and hereby grants transferred to each L/C Multicurrency Revolving Lender, other than such Facing Agent (each such Lender, in its capacity under this Section 2.10(e), a "LC Participant"), and, and each such LC Participant shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderFacing Agent, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Multicurrency Revolving Percentage Lender's Multicurrency Revolver Pro Rata Share, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each Drawing made thereunder and the obligations and rights of Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal the LC Participant as provided in Section 2.10(g) and the LC Participants shall have no right to such L/C Participant’s Revolving Percentage receive any portion of the amount facing fees), and any security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of such drawingthe Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share of the assignor and assignee Lender or any part thereofof all Lenders with Multicurrency Revolving Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a Commitment, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Commitments of the Lenders pursuant to section 12.4(c), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (ai) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be deemed to grant have sold and hereby grants transferred to each L/C Multicurrency CHI:1587990.13 71 Revolving Lender, other than such Facing Agent (each such Lender, in its capacity under this Section 2.10(e), a “LC Participant”), and, and each such LC Participant shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderFacing Agent, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C ParticipantMulticurrency Revolving Lender’s Revolving Percentage Multicurrency Revolver Pro Rata Share, in such Issuing Lender’s Letter of Credit, each Drawing made thereunder and the obligations and rights of Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal the LC Participant as provided in Section 2.10(g) and the LC Participants shall have no right to such L/C Participant’s Revolving Percentage receive any portion of the amount facing fees), and any security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of such drawingthe Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share of the assignor and assignee Lender or any part thereofof all Lenders with Multicurrency Revolving Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the ------------------------------- issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other RL Lender, and each such RL Lender (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's RL Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the US Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the RL Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the RL Percentages of the amount RL Lenders pursuant to Section 1.13 or 15.04(b), it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new RL Percentages of the assigning and assignee RL Lender or any part thereofof all RL Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Immediately upon the issuance by an Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof a Letter of Credit, and, to induce such Issuing Lender shall be deemed to issue Letters of Credit hereunderhave sold and transferred to each Lender, and each L/C Participant such Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase and hereby accepts and purchases received from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage Percentage, in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder Credit, each drawing or payment made thereunder and the amount obligations of each drawing paid by such Issuing Lender thereunderthe Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender Upon any change in the Commitments or Percentages of the Lenders pursuant to Section 2.12 or 13.04(b), it is hereby agreed that, if a drawing is paid under any Letter with respect to all outstanding Letters of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementand Unpaid Drawings relating thereto, such L/C Participant there shall pay be an automatic adjustment to the Administrative Agent for participations pursuant to this Section 3.04 to reflect the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage new Percentages of the amount assignor and assignee Lender, as the case may be. Upon any change in the Commitments or Percentages of the Lenders in connection with an Extension Amendment pursuant to Section 2.14, including the termination of the Commitments of any Lenders that are not Extending Lenders, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Percentages of the Extending Lenders and such drawing, or any part thereof, that is not so reimbursed and the Administrative Agent shall promptly forward such amounts to such Issuing Lendernon-Extending Lenders.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other Revolving Loan Lender, and each such Revolving Loan Lender (each a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respective to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments of the amount Revolving Loan Lenders pursuant to Section 1.13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings with respect thereto, or any part thereof, that is not so reimbursed there shall be an automatic adjustment to the participations pursuant to this Section 2.04 to reflect the new Percentages of the assigning and the Administrative Agent shall promptly forward such amounts to such Issuing assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Third Restatement Effective Date, in the case of Existing Letters of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each other Lender is not reimbursed (each such other Lender, in full by its capacity under this Section 2.03, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, a "participation"), to the extent of such Participant's Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor that remains in accordance with effect after the terms Original Effective Date, or guaranty pertaining thereto (although Letter of this Agreement, such L/C Participant shall pay Credit Fees will be paid directly to the Administrative Agent for the ratable account of such Issuing Lender upon demand the Participants as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any Facing Fees). Upon any change in the Commitments of the amount Lenders pursuant to Section 1.14 or 12.04, the termination of such drawinga Commitment of a Non-Continuing Lender or the occurrence of any Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Percentages of the assignor and assignee Lender, of all Lenders, all Continuing Lenders or any part thereofall Non-Defaulting Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other RL Lender, and each such RL Lender (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted RL Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the RL Lenders as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the Adjusted RL Percentages of the amount RL Lenders pursuant to Section 1.13 or 13.04(b) or as a result of such drawinga Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages of the assigning and assignee Lender or any part thereofof all RL Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other Revolving Lender, and each such Revolving Lender (each a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer,without recourse or warranty, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Lender's Adjusted Revolving Percentage Commitment Percentage, in such Issuing Lender’s Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although the Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Uponany change in the Revolving Percentage Commitments or Adjusted Revolving Commitment Percentages of the amount Revolving Lenders pursuant to Section 12.04(b) or upon a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to reflect the new Adjusted Revolving Commitment Percentages of the assigning and assignee Lender or any part thereofof all Revolving Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Immediately upon the issuance by the respective A Issuing Lender irrevocably agrees Bank of any A Letter of Credit (or, in the case of an Existing Letter of Credit, upon the incorporation of such Existing Letter of Credit as an A Letter of Credit hereunder as contemplated by Section 1A.01(d)), such A Issuing Bank shall be deemed to grant have sold and hereby grants transferred to each L/C Bank with an A Revolving Loan Commitment, other than such A Issuing Bank (each such Bank, in its capacity under this Section 1A.04, an "A Participant"), andand each such A Participant shall be deemed irrevocably and unconditionally to have purchased and received from such A Issuing Bank, without recourse or warranty, an undivided interest and participation, to induce the extent of such Issuing Lender A Participant's A RL Percentage in such A Letter of Credit, each substitute letter of credit, each drawing 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 A Revolving Loan Commitments of the Banks pursuant to issue Section 12.04, it is hereby agreed that, with respect to all outstanding A Letters of Credit hereunderand A Unpaid Drawings, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk there shall be an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay automatic adjustment to the Administrative Agent for participations pursuant to this Section 1A.04 to reflect the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage new A RL Percentages of the amount assignor and assignee Bank or of such drawingall Banks with A Revolving Loan Commitments, or any part thereof, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the ------------------------------- issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other RL Bank, and each such RL Bank (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted RL Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the Adjusted RL Percentages of the amount XX Xxxxx pursuant to Section 1.13 or 13.04(b) or as a result of such drawinga Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages of the assigning and assignee Bank or any part thereofof all XX Xxxxx, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Immediately upon the issuance by an Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof any Letter of Credit, and, to induce such Issuing Lender shall be deemed to issue Letters of Credit hereunderhave sold to each Revolving Lender (each such Revolving Lender, in its capacity under this Section 2.04, a "Participant"), and each L/C such Participant shall be deemed irrevocably agrees and unconditionally to accept and purchase and hereby accepts and purchases have purchased from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving 's RL Percentage in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of the respective Revolving Borrower under and this Agreement with respect thereto, in respect of each the respective Letter of Credit issued hereunder Fees (but not Facing Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the amount Revolving Loan Commitments or RL Percentages of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender the Lenders pursuant to Section 1.13 or 12.04(b), it is hereby agreed that, if a drawing is paid under any Letter with respect to all outstanding Letters of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementand Unpaid Drawings, such L/C Participant there shall pay be an automatic adjustment to the Administrative Agent for participations pursuant to this Section 2.04 to reflect the account of such Issuing Lender upon demand of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage new RL Percentages of the amount of such drawingassignor and assignee Lender, or any part thereof, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C ParticipantLender with a General Revolving Commitment, and, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Lender's General Revolving Percentage Facility Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations and rights of the Borrowers under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 3.2(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 3.2(c)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Commitments of the Lenders pursuant to section 12.4(c), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 2A.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (ai) Each Issuing Lender irrevocably agrees Immediately upon the issuance by any Facing Agent of any Letter of Credit, such Facing Agent shall be deemed to grant have sold and hereby grants transferred to each L/C Multicurrency Revolving Lender, other than such Facing Agent (each such Lender, in its capacity under this Section 2.10(e), a “LC Participant”), and, and each such LC Participant shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept have purchased and purchase and hereby accepts and purchases received from such Issuing LenderFacing Agent, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C ParticipantMulticurrency Revolving Lender’s Revolving Percentage Multicurrency Revolver Pro Rata Share, in such Issuing Lender’s Letter of Credit, each Drawing made thereunder and the obligations and rights of the applicable Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand of such Issuing Lender an amount equal the LC Participant as provided in Section 2.10(g) and the LC Participants shall have no right to such L/C Participant’s Revolving Percentage receive any portion of the amount facing fees), and any security therefor or guaranty pertaining thereto. Upon any change in the Multicurrency Revolving Commitments of such drawingthe Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit, there shall be an automatic adjustment pursuant to this Section 2.10(e) to reflect the new Multicurrency Revolver Pro Rata Share of the assignor and assignee Lender or any part thereofof all Lenders with Multicurrency Revolving Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Immediately upon the issuance (or deemed issuance pursuant to Section 2.01(d)) by any Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof any Letter of Credit, and, to induce such Issuing Lender shall be deemed to issue Letters of Credit hereunderhave sold and transferred to each Lender with a Revolving Loan Commitment, other than such Issuing Lender (each L/C such Lender, in its capacity under this Section 2.03, a "Participant"), and each such Participant shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase and hereby accepts and purchases received from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted RL Percentage, in such Issuing Lender’s Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and rights under and in respect of each any security therefor or guaranty pertaining thereto (although the Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees). Upon any change in the respective Revolving Percentage Loan Commitments of the amount of such drawing, Lenders pursuant to Section 1.13 or 13.04(b) or any part thereofchanges to the Adjusted RL Percentage as a result of a Lender Default, that it is not so reimbursed hereby agreed that, with respect to all such outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this Section 2.03 to reflect the new Adjusted RL Percentages of the assignor and assignee Lender or the Non-Defaulting Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each drawing paid issuance by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which Issuer of any Letter of Credit, such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each other RF Lender, and each such RF Lender is not reimbursed (each, a "Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted RF Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower in accordance under this Agreement with respect thereto (although the terms Letter of this Agreement, such L/C Participant Credit Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing the RF 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 Adjusted RF Percentages pursuant to Section 1.13 and/or 12.04(b) and/or as a result of a Lender upon demand Default, it is hereby agreed that, with respect to all outstanding Letters of such Issuing Lender Credit and Unpaid Drawings, there shall be an amount equal automatic adjustment to such L/C Participant’s Revolving Percentage the participations pursuant to this Section 2.04 to reflect the new Adjusted RF Percentages of all of the amount of such drawing, or any part Lenders with Revolving Commitments as a result thereof, that is not so reimbursed and the Administrative Agent shall promptly forward such amounts to such Issuing Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Initial Borrowing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a Commitment under the General Revolving Loan Facility, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's General Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Loan Commitments of the Lenders pursuant to section 13.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this section 3.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender is not reimbursed with a General Revolving Commitment, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's General Revolving Facility Percentage, in full by such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Commitments of the Lenders pursuant to section 12.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing Lenderthis section 3.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lenders.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C Participantother RL Lender, andand each such RL Lender (each, a "PARTICIPANT") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted RL Percentage, in such Issuing Lender’s Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the RL Lenders as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the Adjusted RL Percentages of the amount RL Lenders pursuant to Section 1.13 or 13.04(b) or as a result of such drawinga Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages of the assigning and assignee Lender or any part thereofof all RL Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C Lender, and each such Lender (each a “Participant, and, ”) shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C ParticipantLender’s Revolving Percentage Commitment Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in Section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by Section 4.1(c)), the obligations of such drawingany Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the Commitments of the Lenders pursuant to Section 12.4(c), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing this Section 3.4 to reflect the new Commitment Percentages of the assigning and assignee Lender.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the ------------------------------- issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other RC Lender, and each such RC Lender (each, a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce have purchased and received from such Issuing Lender to issue Letters Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted RC Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although the Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fee shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the RC Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments or Adjusted RC Percentages of the amount RC Lenders pursuant to Section 12.04(b) or upon a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of such drawingCredit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.05 to reflect the new Adjusted RC Percentages of the assigning and assignee RC Lender or any part thereofof all RC Lenders, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Immediately upon the issuance by any Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participantof any Letter of Credit, and, to induce such Issuing Lender shall be deemed to issue Letters of Credit hereunderhave sold and trans- ferred to each Lender with a Revolving Loan Commitment, other than such Issuing Lender (each L/C such Lender, in its capacity under this Section 2.03, a "PARTICIPANT"), and each such Participant shall be deemed irrevocably agrees and unconditionally to accept have purchased and purchase and hereby accepts and purchases received from such Issuing Lender, on the terms and conditions set forth belowwithout recourse or warranty, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage 's Adjusted Percentage, in such Issuing Lender’s Letter of Credit, each drawing made thereunder and the obligations and rights of the Borrower under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or Adjusted Percentages of the amount Lenders pursuant to Section 1.13 or 13.04 or as a result of such drawinga Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted Percentages of the assignor and assignee Lender or any part thereofof all Lenders with Revolving Loan Commitments, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by (and on the Borrower in accordance Initial Borrowing Date with the terms respect to any Existing Letter of this AgreementCredit), such L/C Participant Letter of Credit Issuer shall pay be deemed to have sold and transferred to each Lender with a General Revolving Commitment, and each such Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's General Revolving Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder, the obligations of the Company under this Agreement with respect thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage any fees of the amount nature contemplated by section 4.1(c)), the obligations of such drawingany Subsidiary of the Company under any Letter of Credit Documents pertaining thereto, and any security for, or guaranty pertaining to, any part thereofof the foregoing. Upon any change in the General Revolving Commitments of the Lenders pursuant to section 13.4(b), that it is not so reimbursed hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing Lenderthis section 3.4 to reflect the new General Revolving Facility Percentages of the assigning and assignee Lenders.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on Immediately upon the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each ------------------------------- issuance by a Letter of Credit issued hereunder and the amount Issuer of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit, such Letter of Credit for which Issuer shall be deemed to have sold and transferred to each other RL Bank, and each such Issuing Lender is not reimbursed RL Bank (each, a "Participant") shall be deemed irrevocably and unconditionally to have purchased and re ceived from such Letter of Credit Issuer, without recourse or warranty, an undivided inter est and participation, to the extent of such Participant's Adjusted RL Percentage, in full by such Letter of Credit, each substitute Letter of Credit, each drawing made thereunder and the obligations of the Borrower in accordance under this Agreement with the terms respect thereto (although Letter of this Agreement, such L/C Participant Credit Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal any Facing Fees with respect to such L/C Participant’s Letters of Credit) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Loan Commitments or the Adjusted RL Percentages of the amount XX Xxxxx pursuant to Section 1.13 or 13.04(b) or as a result of such drawinga Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Adjusted RL Percentages of the assigning and assignee Bank or any part thereofof all XX Xxxxx, that is not so reimbursed and as the Administrative Agent shall promptly forward such amounts to such Issuing Lendercase may be.

Letter of Credit Participations. (a) Each Issuing Lender irrevocably agrees Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to grant have sold and hereby grants transferred to each L/C other Revolver Lender, and each such Revolver Lender (each a "Participant, and, ") shall be deemed irrevocably and unconditionally to induce such Issuing Lender to issue Letters have purchased and received from the Letter of Credit hereunderIssuer, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lenderwithout recourse or warranty, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal and participation, to the extent of such L/C Participant’s Revolving Percentage Revolver Lender's Dollar Percentage, in such Issuing Lender’s Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations and rights of Workflow under and in this Agreement with respect of each thereto (although Letter of Credit issued hereunder and the amount of each drawing paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a drawing is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Fees shall pay be payable directly to the Administrative Agent for the account of such Issuing Lender upon demand the Revolver Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of such Issuing Lender an amount equal to such L/C Participant’s any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Percentage Commitments or Dollar Percentages of the amount Revolver Lenders pursuant to this Agreement (or in the circumstances provided in the proviso to the immediately preceding sentence, upon any change in the Percentages of such drawingthe Revolver Lenders pursuant to this Agreement), or any part thereofit is hereby agreed that, that is not so reimbursed with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the Administrative Agent shall promptly forward such amounts participations pursuant to such Issuing Lenderthis Section 2.04 to reflect the new Dollar Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the new Percentages of the various Revolver Lenders.