Common use of Letter of Credit Participations Clause in Contracts

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, 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 Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank the Letter of Credit Issuer of any Letter of CreditCredit (and on the Initial Borrowing Date with respect to any Existing Letter of Credit or any Existing Acceptance), such Issuing Bank the Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitmentother Bank, other than and each such Issuing Bank (each such Bank, in 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 Issuing Bankthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Adjusted RF Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and each Acceptance created thereunder (and each Existing Acceptance) and the obligations of the Borrower Company under this Agreement with respect thereto, thereto (although the L/C Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(d) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 12.04(b) or as a result of upon a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.05 to reflect the new Adjusted RF Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted RL Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, 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 2.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBank, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank Lender with a Revolving Loan Commitment, other than such Issuing Bank Lender (each such BankLender, in 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 Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, 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 Bank Lender or of all Banks Lenders with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective B Issuing Bank of any B Letter of Credit, such B Issuing Bank shall be deemed to have sold and transferred to each Bank with a B Revolving Loan Commitment, other than such B Issuing Bank (each such Bank, in its capacity under this Section 2.031B.04, a "B Participant"), and each such B Participant shall be deemed irrevocably and unconditionally to have purchased and received from such B Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such B Participant's Adjusted Percentage, B RL Percentage in such B 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 B Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04, it is hereby agreed that, with respect to all outstanding B Letters of Credit and B Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 1B.04 to reflect the new Adjusted B RL Percentages of the assignor and assignee Bank or of all Banks with B Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective Issuing Bank of any Letter of CreditCredit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.031A.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, 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 or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04, 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 1A.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank a Letter of Credit Issuer of any Letter of Credit, such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such other Bank, in 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 Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each a "participation"), to the extent of such Participant's Adjusted 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 or guaranty pertaining theretothereto (although Letter of Credit Fees will be paid directly to the Payments Administrator for the ratable account of the Participants as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 1.14, 1.16 or 13.04 or as a result 12.04, the termination of a Commitment of a Non-Continuing Bank or the occurrence of any Bank 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 Bank or of all Banks with Revolving Loan CommitmentsNon-Defaulting Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank a Letter of Credit Issuer of any Letter of Credit (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank Lender with a General Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.03, a "Participant"), and each such Participant Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantLender's Adjusted General Revolving Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and thereunder, the obligations of the Borrower under this Agreement with respect thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of any fees of the nature contemplated by section 4.1(c)), the obligations of any Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining theretoto, any of the foregoing. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Defaultsection 12.4(b), 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 section 3.4 to reflect the new Adjusted General Revolving Facility Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beLender.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than a Defaulting Bank or such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, 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 Bank or of all Banks with Revolving Loan CommitmentsCommitments (other than Defaulting Banks), as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, 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 Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such Letter of Credit, each drawing made thereunder and Acceptances created thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than a Defaulting Bank or such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 1.14 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, 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 Bank or of all Banks with Revolving Loan CommitmentsCommitments (other than Defaulting Banks), as the case may be.

Letter of Credit Participations. (a) (i) Immediately upon the ------------------------------- issuance by any Issuing Bank the Letter of Credit Issuer of any US Letter of Credit, such Issuing Bank the Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentDRL Bank, other than and each such Issuing DRL Bank (each such DRL Bank, in its capacity under this Section 2.032.04, a "DRL Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bankthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantDRL Bank's Adjusted DRL Percentage, in such US Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the US Borrower under this Agreement with respect thereto, thereto (although US Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the DRL Banks as provided in Section 3.01(b) and the DRL Participants shall have no right to receive any portion of any US Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Dollar Revolving Loan Commitments or Adjusted DRL Percentages of the DRL Banks pursuant to Section Sections 1.13 or 13.04 or as a result of a Bank Defaultand/or 12.04(b), it is hereby agreed that, with respect to all outstanding US Letters of Credit and Unpaid DrawingsDrawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted DRL Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Issuing Bank of any Letter of Credit, such the Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such the Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower for whose account such Letter of Credit was issued under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 14.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, Drawings there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank a Letter of Credit Issuer of any Letter of Credit (and on the Initial Borrowing Date with respect to any Existing Letter of Credit), such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank Lender with a Commitment under the Revolving Loan CommitmentFacility, other than and each such Issuing Bank Lender (each such Bank, in 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 Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantLender's Adjusted Revolving Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and thereunder, the obligations of the Borrower Company under this Agreement with respect thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of any fees of the nature contemplated by section 4.1(c)), the obligations of any Subsidiary of the Company under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining theretoto, any of the foregoing. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Defaultsection 13.4(b), 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 section 3.4 to reflect the new Adjusted Revolving Facility Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beLender.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Issuing Bank Lender of any Letter of Credit, such the Issuing Bank Lender shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentRL Lender, other than such the Issuing Bank Lender (each such BankRL Lender, in its capacity under this Section 2.033.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted RL Percentages of the Banks Lenders pursuant to Section 1.13 2.13 or 13.04 or as a result of a Bank Default12.04, 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 3.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsRL Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of CreditCredit (or upon the Third Restatement Effective Date in the case of Letters of Credit existing on such date), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bankother Bank in such capacity, in its capacity under this Section 2.03, a as "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such Letter of CreditCredit of such Issuing Bank, 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 the request of the Administrative Agent or the Required Banks, such Issuing Bank shall take such actions in order to transfer such guaranties or security interests, and any documents and instruments relating thereto, to the Administrative Agent or the Collateral Agent but any failure to make such transfer shall not restrict or impair the rights held pursuant to this Agreement by any Bank in such security interests and guaranties. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks Participants pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04, 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 2.04 to reflect the new Adjusted Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beParticipant.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank BTCo of any Letter of Credit, such Issuing Bank BTCo shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank BTCo (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankBTCo, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the respective Revolving Borrower under this Agreement with respect thereto, in the respective Letter of Credit Fees payable with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 12.04(b) or as a result of a Bank 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 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or all of all the Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective Issuing Bank of any Letter of Credit (and on the Restatement Effective Date in the case of Existing Letters of Credit), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, RL Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 1.12 or 13.04 or as a result of a Bank Default13.04, 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 2.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank Banks or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately Imme- diately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than including such Issuing Bank (each such Bank, in its capacity under this Section 2.032, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such Letter of CreditCredit of such Issuing Bank, 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. Such Issuing Bank may, or upon the request of the Administrative Agent or the Required Banks shall, take such actions in order to transfer such guaranties or security interests, and any documents and instruments relating thereto, to the Administrative Agent. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 1.14 or 13.04 14.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsNon-Defaulting Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by any the respective Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, 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 or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 14.04 or 13.04 or as a result of a Bank Defaulton the Restatement Effective Date, 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 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably irrevo- cably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such Letter of Credit, each drawing made thereunder and Acceptances created thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank the Letter of Credit Issuer of any Letter of Credit, such Issuing Bank the Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitmentother Bank, other than and each such Issuing Bank (each such Bank, in 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 Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Adjusted 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, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Defaultand/or 12.04(b), 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 2.04 to reflect the new Adjusted Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such Letter of Credit, each drawing made thereunder and Acceptances created thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such 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 theretothereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the respective Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all such 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 Bank or of all Banks with respective Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 16.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit (or upon the Restatement Effective Date with respect to the Included Letters of Credit), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity as transferee under this Section 2.03, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such Letter of Credit, in each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 1.12 or 13.04 or in the Adjusted Percentages of the Banks as a result of the occurrence of a Bank 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 Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of CreditCredit (or upon the Second Restatement Effective Date in the case of Letters of Credit existing on such date), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bankother Bank in such capacity, in its capacity under this Section 2.03, a as "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such Letter of CreditCredit of such Issuing Bank, 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 the request of the Administrative Agent or the Required Banks, such Issuing Bank shall take such actions in order to transfer such guaranties or security interests, and any documents and instruments relating thereto, to the Administrative Agent or the Collateral Agent but any failure to make such transfer shall not restrict or impair the rights held pursuant to this Agreement by any Bank in such security interests and guaranties. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks Participants pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04, 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 2.04 to reflect the new Adjusted Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beParticipant.

Letter of Credit Participations. (a) Immediately Immedi- ately upon the issuance by any the respective Issuing Bank of any Letter of Credit (and on the Restatement Effective Date in the case of Existing Letters of Credit), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided un- divided interest and participation, to the extent of such Participant's Adjusted Percentage, RL Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 1.12 or 13.04 or as a result of a Bank Default13.04, 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 2.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank Banks or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank a Letter of Credit Issuer of any Letter of Credit, such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, RL Lender (other than such Issuing Bank (Letter of Credit Issuer in its capacity, if any, as an RL Lender), and each such Bank, in its capacity under this Section 2.03RL Lender (each, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted RL Percentage, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor therefore or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted RL Percentages of the Banks RL Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid DrawingsDrawings 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 assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beLender.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank Lender with a Revolving Loan Commitment, other than such Issuing Bank Lender (each such BankLender, in 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 Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such 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 theretothereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the respective Revolving Loan Commitments or Adjusted Revolving Loan Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, it is hereby agreed that, with respect to all such 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 Bank Lender or of all Banks Lenders with respective Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any an Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, Lender (other than such Issuing Bank Lender in its capacity (if any) as a Lender) and each such Bank, Lender (in its capacity under this Section 2.033.4, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted PercentageProportionate Share, in such Letter of Credit, each drawing or payment made thereunder and the joint and several obligations of the Borrower Borrowers under this Credit Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages Proportionate Shares of the Banks respective Lenders pursuant to Section 1.13 2.9 or 13.04 or as a result of a Bank DefaultSection 11.6, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid DrawingsDrawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 3.4 to reflect the new Adjusted Percentages Proportionate Shares of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsLender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 Sections 1.13, 13.04 or 13.04 13.12 or as a result of a Bank 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 Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective Issuing Bank of any Letter of Credit or on the Restatement Effective Date with respect to Existing Letters of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.031A.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, 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 or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04, 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 1A.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each other Bank with a Revolving Loan Commitment, other than such Issuing Bank Commitment (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such 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 theretothereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan respective Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 13.04(b) or as a result of a Bank Default, it is hereby agreed that, with respect to all such 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 Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "ParticipantPARTICIPANT"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted 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 or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, 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 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such Letter of Credit, each drawing made thereunder and Acceptances created thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages Percent- ages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, Acceptances and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsCommit- ments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by any the Issuing Bank of any Letter of Credit, such the Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such the Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower for whose account such Letter of Credit was issued under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 14.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, Drawings there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any each Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentCredit Lender, other than such Issuing Bank Lender (each such BankRevolving Credit Lender, in its capacity under this Section 2.032.04, a "“Participant"”), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted ’s Revolving Credit Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Revolving Credit Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, 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 2.04 to reflect the new Adjusted Revolving Credit Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsLender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participationparticipation in, to the extent of such Participant's Adjusted Percentage, RL Percent age in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Revolving Loan Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although Letter of Credit Fees shall be paid directly to the Administrative Agent for the ratable account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan Commitments or Adjusted RL Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, 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 2.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBank, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in 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 Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted RL Percentage, in such 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 theretothereto (although the Letter of Credit Fee shall be payable directly to the Managing Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the respective Revolving Loan Commitments or Adjusted RL Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all such 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 RL Percentages of the assignor and assignee Bank or of all Banks with respective Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any an Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank Lender with a Revolving Loan Commitment, other than such Issuing Bank Lender (each such BankLender, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, RL Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the respective Revolving Borrower under this Agreement with respect thereto, in the respective Letter of Credit Fees (but not Facing Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted RL Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04(b), 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 2.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsLender, as the case may be.

Letter of Credit Participations. (a) Immediately Immedi ately upon the issuance by any Issuing Bank BTCo of any Letter of Credit, such Issuing Bank BTCo shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank BTCo (each such Bank, in its capacity under this Section 2.032.04, a "ParticipantPartici pant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankBTCo, without recourse or warrantywarranty (except as provided in Section 2.04(b)), an undivided interest and participation, to the extent ex tent of such Participant's Adjusted Percentage, Percentage in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 1.11 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank Lender with a Revolving Loan Commitment, other than such Issuing Bank Lender (each such BankLender, in 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 Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Proportionate Share in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect theretothereto (other than the Facing Fees, which shall be for the account of the respective Issuing Lender), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages Proportionate Shares of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04, 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 Proportionate Shares of the assignor and assignee Bank Lender or of all Banks Lenders with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04(a), a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, Percentage in such 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 Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 13.04(b) or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid DrawingsDrawings relating to Letters of Credit, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04(a) to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the Issuing Bank Lender of any Letter of Credit, such the Issuing Bank Lender shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentRL Lender, other than such the Issuing Bank Lender in its capacity (if any) as an RL Lender (each such BankRL Lender, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted RL Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid DrawingsDrawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsLender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted PercentagePercentage on the date of such deemed transfer, 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 or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, 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 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any the respective Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 2.032.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participationparticipation in, to the extent of such Participant's Adjusted Percentage, RL Percentage in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower Revolving Loan Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although Letter of Credit Fees shall be paid directly to the Administrative Agent for the ratable account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan Commitments or Adjusted RL Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, 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 partici- pations pursuant to this Section 2.03 2.04 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBank, as the case may be.

Letter of Credit Participations. (ai) Immediately upon the issuance by any Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentLender, other than such Issuing Bank Lender (each such BankLender, in its capacity under this Section 2.032.13(c), a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Commitment Percentage, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Commitment Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Defaulthereto, it is hereby agreed that, with respect to all outstanding Letters Letter of Credit Outstandings and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.13(c) to reflect the new Adjusted Commitment Percentages of the assignor and assignee Bank Lender or of all Banks with Revolving Loan CommitmentsLenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank Lender of any Letter of Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank Lender with a Revolving Loan Commitment, other than such Issuing Bank Lender (each such BankLender, in 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 Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage, ’s Revolving Loan Percentage in such 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 theretothereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the respective Revolving Loan Commitments or Adjusted Revolving Loan Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 or as a result of a Bank Default13.04, it is hereby agreed that, with respect to all such 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 Revolving Loan Percentages of the assignor and assignee Bank Lender or of all Banks Lenders with respective Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank the Letter of Credit Issuer of any Letter of Credit, such Issuing Bank the Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing and each Bank (each such Bank, in 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 Issuing Bankthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Adjusted 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, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any fronting fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 or 13.04 or as a result of a Bank Default12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid DrawingsDrawings thereon, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 2.04 to reflect the new Adjusted Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank Lender with a Revolving Loan Commitment, other than such Issuing Bank (each such BankLender, in its capacity under this Section 2.03, a "Letter of Credit Participant"), and each such Letter of Credit Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Letter of Credit Participant's Adjusted Percentage, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect theretothereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Letter of Credit Participants as provided in Section 3.01(b) and the Letter of Credit Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit), and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks Lenders pursuant to Section 1.13 or 13.04 14.04 or as a result of a Bank 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 Bank Lender or of all Banks Lenders with Revolving Loan Commitments, as the case may be.