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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank the Letter of Credit Issuer issuing same shall have no obligation relative to the other Banks Participants other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank a Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank Letter of Credit Issuer any resulting liability to the Borrower or any Bankliability. (c) In the event that any Issuing Bank Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such Issuing Bank Letter of Credit Issuer pursuant to Section 2.04(a), such Issuing Bank Letter of Credit Issuer shall promptly notify the Administrative Agent, which shall promptly notify Payments Administrator and each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to the Payments Administrator for the account of such Issuing Bank Letter of Credit Issuer, the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars lawful money of the United States of America and in same day funds; provided, however that no Participant shall be obligated to pay to the Payments Administrator for the account of such Letter of Credit Issuer its Adjusted Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If the Administrative Agent such Letter of Credit Issuer so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the Payments Administrator for the account of such Issuing Bank in Dollars Letter of Credit Issuer such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to the Payments Administrator for the account of such Issuing BankLetter of Credit Issuer, such Participant agrees to pay to the Payments Administrator for the account of such Issuing BankLetter of Credit Issuer, forthwith on demand such amount, together with interest thereon, thereon for each day from such date until the date such amount is paid to the Payments Administrator for the account of such Issuing Bank Letter of Credit Issuer at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank the Payments Administrator for the account of the applicable Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Payments Administrator for the account of such Issuing Bank Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank the Payments Administrator such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank Letter of Credit Issuer receives a payment in respect of a an unpaid reimbursement obligation as to which it the Payments Administrator has received for the account of such Letter of Credit Issuer any payments from the Participants pursuant to the preceding clause (c) above), such Issuing Bank Letter of Credit Issuer shall forward such payment pay to the Administrative Agent, which in turn Payments Administrator and the Payments Administrator shall distribute promptly pay to each Participant which has paid its Adjusted Percentage thereofof such reimbursement obligation, in Dollars lawful money of the United States of America and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank the Payments Administrator for the account of the Letter of Credit Issuers with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (except as expressly provided in Section 2.03(c)) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative AgentPayments Administrator, any Issuing Letter of Credit Issuer, any Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or; (v) the occurrence of any Default or Event of Default; or (vi) the failure of any condition precedent set forth in Section 5.02 to have been satisfied at the time of the issuance of any Letter of Credit unless the applicable Letter of Credit Issuer shall have received a notice in writing to such effect from the Required Banks pursuant to Section 2.01(b)(iv) prior to the issuance of such Letter of Credit.

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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participantit. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of DefaultDefault unless the Issuing Bank has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists prior to the issuance of a Letter of Credit.

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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, Bank forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank the Administrative Agent shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participantor amendment. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of DefaultDefault unless the Issuing Bank has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists prior to the issuance of a Letter of Credit.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank 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 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 the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 12.04(b) or 13.04 or as a result of upon 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 2.05 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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank the respective Letter of Credit Issuer shall not have no any obligation relative to the other Banks Participants other than to confirm determine that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank Letter of Credit Issuer under or in connection with any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction, shall not create for such Issuing Bank Letter of Credit Issuer any resulting liability to the Borrower or any BankParticipants. (c) In the event that any Issuing Bank the respective Letter of Credit Issuer makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank Letter of Credit Issuer pursuant to Section 2.04(a), such Issuing Bank Letter of Credit Issuer shall promptly notify the Administrative Agent, which and the Administrative Agent shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer, the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds; provided, however, that no Participant shall be obligated to pay to the Administrative Agent its Adjusted Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If the Administrative Agent so notifies, notifies any Participant required to fund an Unpaid Drawing under a Letter of Credit prior to 11:00 A.M. 12:00 Noon (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars the Administrative Agent for the account of the respective Letter of Credit Issuer such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment Unpaid Drawing available to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, such Participant agrees to pay to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to such Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer its Adjusted Percentage of any payment Unpaid Drawing under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank respective Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank the respective Letter of Credit Issuer receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Participants pursuant to clause (c) above, such Issuing Bank Letter of Credit Issuer shall forward such payment pay to the Administrative Agent, which in turn Agent and the Administrative Agent shall distribute promptly pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) Adjusted Percentage of the principal amount of such reimbursement obligation thereof and interest thereon accruing at the overnight Federal Funds Effective Rate after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided, however, that no Participant shall be required to make payments resulting from such Letter of Credit Issuer's gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bankthe respective Letter of Credit Issuer, any Participant, Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); ; (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank All Letters of any Letter of Credit, such Issuing Bank Credit issued subsequent hereto shall be deemed to have been sold and transferred by the Issuing Bank 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")Credit Lender, and each such Participant Revolving Credit Lender 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 ParticipantLender's Adjusted Percentagepercentage participation in the Revolving Credit Commitment) in each such Letter of Credit (including extensions of the expiry date thereof), in such each substitute Letter of Credit, each drawing made thereunder and the obligations of the Borrower Company under this Agreement and the other Loan Documents 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. (b) In determining whether to pay under any Letter of Credit, such the Issuing Bank shall have no obligation relative to the other Banks Revolving Credit Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any the Issuing Bank makes any payment under any Letter of Credit and Credit, the Borrower same shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such be considered an Alternate Base Rate Advance without further action by any Person. The Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant Revolving Credit Lender thereof. Each Revolving Credit Lender shall promptly and unconditionally immediately pay to such the Agent for the account of the Issuing Bank the amount of such ParticipantLender's Adjusted Percentage percentage participation of such unreimbursed payment in Dollars and in same day fundsAdvance. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant Revolving Credit Lender shall not have so made its Adjusted Percentage of the amount of such payment percentage participation available to such Issuing Bankthe Agent, such Participant Lender agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight lesser of (i) the Federal Funds Effective Rate and (ii) the Highest Lawful Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such The Issuing Bank shall forward such payment to not be liable for, and the Administrative Agent, which in turn shall distribute to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants Company and the Revolving Credit Lenders to make payments to each the Agent for the account of the Issuing Bank with respect to Letters of Credit issued by it shall not be irrevocable and not subject to to, any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstanceswhatsoever, including, without limitation, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)Credit, the Administrative Agent, any Issuing Bank, any ParticipantRevolving Credit Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Company and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Loan Documents; or (v) the occurrence of any Default or Event of Default. (e) The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Bank's gross negligence or willful misconduct. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT SUCH ISSUING BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (OTHER THAN WITH RESPECT TO ANY CLAIMS BY THE ISSUING BANK AGAINST ANY SUCH OFFICER, DIRECTOR, EMPLOYEE OR AGENT THEREOF) SHALL BE INDEMNIFIED AND HELD HARMLESS FROM, SUBJECT TO THE SAME TYPE OF PROTECTIONS SET FORTH IN SECTION 11.05(b), ANY ACTION TAKEN OR OMITTED BY SUCH PERSON UNDER OR IN CONNECTION WITH ANY LETTER OF CREDIT OR ANY RELATED DRAFT OR DOCUMENT ARISING OUT OF OR RESULTING FROM SUCH PERSON'S SOLE OR CONTRIBUTORY NEGLIGENCE, BUT NOT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON. The Company agrees that any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents (a) with respect to Letters of Credit other than those referred to in the following clause (b), if done in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce, Publication No. 500 (and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Bank) and (b) with respect to Letters of Credit constituting standby letters of credit, the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Bank, and, in each case, to the extent not inconsistent therewith, the Uniform Commercial Code of the State of Texas, shall not result in any liability of the Issuing Bank to the Company.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank 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 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 the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 12.04(b) or 13.04 or as a result of upon 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 2.05 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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank the respective Letter of Credit Issuer shall not have no any obligation relative to the other Banks Participants other than to confirm determine that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank Letter of Credit Issuer under or in connection with any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank Letter of Credit Issuer any resulting liability to the Borrower or any BankParticipants. (c) In the event that any Issuing Bank the respective Letter of Credit Issuer makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank Letter of Credit Issuer pursuant to Section 2.04(a), such Issuing Bank Letter of Credit Issuer shall promptly notify the Administrative Agent, which and the Administrative Agent shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank Letter of Credit 0000DSZS.W51 Issuer, the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds; provided, however, that no Participant shall be obligated to pay to the Administrative Agent its Adjusted Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If the Administrative Agent so notifies, notifies any Participant required to fund an Unpaid Drawing under a Letter of Credit prior to 11:00 A.M. 12:00 Noon (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars the Administrative Agent for the account of the respective Letter of Credit Issuer such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment Unpaid Drawing available to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, such Participant agrees to pay to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to such Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer its Adjusted Percentage of any payment Unpaid Drawing under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank respective Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank the respective Letter of Credit Issuer receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Participants pursuant to clause (c) above, such Issuing Bank Letter of Credit Issuer shall forward such payment pay to the Administrative Agent, which in turn Agent and the Administrative Agent shall distribute promptly pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) Adjusted Percentage of the principal amount of such reimbursement obligation thereof and interest thereon accruing at the overnight Federal Funds Effective Rate after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided that no Participant shall be required to make payments resulting from such Letter of Credit Issuer's gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions con- 0000DSZS.W51 ditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bankthe respective Letter of Credit Issuer, any Participant, Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any such Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage Percent age of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank 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 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 the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 12.04(b) or 13.04 or as a result of upon 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 2.05 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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank the respective Letter of Credit Issuer shall not have no any obligation relative to the other Banks Participants other than to confirm determine that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank Letter of Credit Issuer under or in connection with any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction, shall not create for such Issuing Bank Letter of Credit Issuer any resulting liability to the Borrower or any BankParticipants. (c) In the event that any Issuing Bank the respective Letter of Credit Issuer makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank Letter of Credit Issuer pursuant to Section 2.04(a), such Issuing Bank Letter of Credit Issuer shall promptly notify the Administrative Agent, which and the Administrative Agent shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer, the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds; provided, however, that no Participant shall be obligated to pay to the Administrative Agent its Adjusted Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If the Administrative Agent so notifies, notifies any Participant required to fund an Unpaid Drawing under a Letter of Credit prior to 11:00 A.M. 12:00 Noon (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars the Administrative Agent for the account of the respective Letter of Credit Issuer such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment Unpaid Drawing available to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, such Participant agrees to pay to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to such Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer its Adjusted Percentage of any payment Unpaid Drawing under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank respective Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank the respective Letter of Credit Issuer receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Participants pursuant to clause (c) above, such Issuing Bank Letter of Credit Issuer shall forward such payment pay to the Administrative Agent, which in turn Agent and the Administrative Agent shall distribute promptly pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) Adjusted Percentage of the principal amount of such reimbursement obligation thereof and interest thereon accruing at the overnight Federal Funds Effective Rate after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided, however, that no Participant shall be required to make payments resulting from such Letter of Credit Issuer's gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bankthe respective Letter of Credit Issuer, any Participant, Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

Letter of Credit Participations. (aA) 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 Commitment, Lender (other than such the Issuing Bank Lender in its capacity (if any) as a Lender) and each such Bank, Lender (in its capacity under this Section 2.03SECTION 3.4, a "ParticipantPARTICIPANT"), 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 PercentagePro Rata Share, 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 Percentages of the Banks Lenders or Pro Rata Shares of the Lenders pursuant to Section 1.13 SECTION 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 SECTION 3.4 to reflect the new Adjusted Percentages Pro Rata Shares of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsLender, as the case may be. (bB) In determining whether to pay under any Letter of Credit, such the Issuing Bank Lender shall not have no any obligation relative to the other Banks Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Issuing Bank Lender under or in connection with any Letter of Credit if issued by it shall not create for the Issuing Lender any resulting liability to Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted in the absence of to be taken with gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bankmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (cC) In the event that any the Issuing Bank Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such the Issuing Bank Lender pursuant to Section 2.04(a3.5(A), such the Issuing Bank Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such the Issuing Bank Lender the amount of such Participant's Adjusted Percentage Pro Rata Share of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) 12:00 noon on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such the Issuing Bank Lender in Dollars such Participant's Adjusted Percentage Pro Rata Share of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage Pro Rata Share of the amount of such payment available to such the Issuing BankLender, such Participant agrees to pay to such the Issuing BankLender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such the Issuing Bank Lender at the overnight Federal Funds RateRate for the first three days and at the interest rate applicable to Revolving Loans that are maintained as Prime Rate Loans for each day thereafter. The failure of any Participant to make available to such the Issuing Bank Lender its Adjusted Percentage Pro Rata Share of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such the Issuing Bank Lender its Adjusted Percentage Pro Rata Share of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such the Issuing Bank Lender such other Participant's Adjusted Percentage Pro Rata Share of any such payment. (dD) Whenever any the Issuing Bank Lender receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause CLAUSE (cC) above, such the Issuing Bank Lender shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each such Participant which has paid its Adjusted Percentage Pro Rata Share thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (eE) Upon the request of any Participant, each the Issuing Bank Lender shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (fF) The obligations of the Participants to make payments to each the Issuing Bank Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (iI) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (iiII) the existence of any claim, setoff, defense or other right which the Borrower any Credit Party or any Subsidiary of its Subsidiaries any Credit Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower any Credit Party or any Subsidiary of any Credit Party and the beneficiary named in any such Letter of Credit); (iiiIII) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ivIV) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (vV) the occurrence of any Default or Event of Default.

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. (b) In determining whether to pay or create an Acceptance under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower Borrowers or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit issued by it or any Acceptance created thereunder and the Borrower Borrowers shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a2.05(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, forthwith on demand demand, such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit or Acceptance created thereunder on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit and Acceptances issued by it thereunder shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower Borrowers or any of its their Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any holder of an Acceptance, the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, any Acceptance, the transactions transac- tions contemplated herein or any unrelated transactions (including any underlying transaction between the any Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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. (b) In determining whether to pay under any Letter of Credit, such the Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Issuing Bank under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such the Issuing Bank any resulting liability to the Borrower for whose account such Letter of Credit was issued or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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 Commitment, Lender (other than such the Issuing Bank Lender in its capacity (if any) as a Lender), and each such Bank, 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 1.13, 1.15, 3.02(b) 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 relating 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. (b) In determining whether to pay under any Letter of Credit, such the Issuing Bank Lender shall not have no any obligation relative to the other Banks Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Issuing Bank Lender under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, issued by it shall not create for such the Issuing Bank Lender any resulting liability to the Borrower Borrower, any other Credit Party, any Lender or any Bankother Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (c) In the event that any the Issuing Bank Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such the Issuing Bank Lender pursuant to Section 2.04(a2.05(a), such the Issuing Bank Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such the Issuing Bank Lender the amount of such Participant's Adjusted RL Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. 12:00 Noon (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such the Issuing Bank Lender in Dollars such Participant's Adjusted RL Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted RL Percentage of the amount of such payment available to such the Issuing BankLender, such Participant agrees to pay to such the Issuing BankLender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such the Issuing Bank Lender at the overnight Federal Funds RateRate for the first three days and at the interest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Participant to make available to such the Issuing Bank Lender its Adjusted RL Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such the Issuing Bank Lender its Adjusted RL Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such the Issuing Bank Lender such other Participant's Adjusted RL Percentage of any such payment. (d) Whenever any the Issuing Bank Lender receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such the Issuing Bank Lender shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each such Participant which has paid its Adjusted RL Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank the Administrative Agent shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each the Issuing Bank Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower Holdings or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Holdings or any Subsidiary of Holdings and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any such Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.pursuant

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall be deemed The L/C Issuer irrevocably ------------------------------- agrees to have sold grant and transferred hereby grants to each Bank with a Revolving Loan CommitmentLender, other than and, to induce the L/C Issuer to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the L/C Issuer for such Issuing Bank (each such Bank, in its capacity under this Section 2.03, a "Participant"), Lender's own account and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, risk an undivided interest equal to such Lender's Percentage in the L/C Issuer's obligations and participation, to rights under each Letter of Credit issued hereunder and each draft paid by the extent L/C Issuer hereunder. (i) the Borrower shall have previously reimbursed the L/C Issuer for the amount of such Participant's Adjusted Percentage, draft or (ii) there is a sufficient amount in any cash collateral account established to cover payments to be made under 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 Lenders shall thereafter make a Loan 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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full equal to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such ParticipantLender's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day made by the L/C Issuer, together with any accrued and unpaid interest thereon. Each Lender shall pay the proceeds of its Loan, in same day immediately available funds. If and , directly to the extent Agent for the account of the L/C Issuer, not later than 1:00 p.m. New York time, on the following Business Day. Loans made by the Lenders to repay amounts under Letters of Credit pursuant to this subsection shall constitute Loans hereunder, initially shall be Base Rate Loans and shall be subject to all of the provisions of this Agreement concerning Loans, except that such Participant Loans shall not have so be made its Adjusted Percentage upon demand by the Agent as set forth above rather than upon notice by the Borrower, and shall be made, notwithstanding anything in this Agreement to the contrary, without regard to satisfaction of conditions precedent to the making of Loans set forth in Article V of this Agreement. --------- Each Lender's obligation to make Loans in the amount of such payment available to such Issuing Bankits Percentage of any unreimbursed amounts outstanding under a Letter of Credit pursuant hereto is several, such Participant agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rateand not joint or joint and several. The failure of any Participant Lender to perform its obligation to make available to a Loan in the amount of such Issuing Bank its Adjusted Lender's Percentage of any payment unreimbursed amounts outstanding under any a Letter of Credit shall will not relieve any other Participant Lender of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on a Loan in the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement other Lender's Percentage of such amounts. Any Lender may, but shall have no obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request to any Person to, assume all or any portion of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants non- performing Lender's obligation to make payments to each Issuing Bank with respect to Letters a Loan in the amount of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions such Lender's Percentage of this Agreement such amount outstanding under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit. The Borrower agrees to accept the Loans hereinabove provided, any transferee whether or not such loans could have been made pursuant to the terms of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any ParticipantSection 5.2 hereof, or any other Person, whether in connection with Section of this ----------- Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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 CommitmentLender, other than such Issuing Bank (and each such Bank, 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 Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Adjusted Percentage’s RL Percentage (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)), 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, 2.15 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 relating thereto, 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 CommitmentsLender, as the case may be. (ba) In determining whether to pay under any Letter of Credit, such no Issuing Bank Lender shall have no any obligation relative to the other Banks Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any an Issuing Bank Lender under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, issued by it shall not create for such Issuing Bank Lender any resulting liability to the Borrower Borrower, any other Loan Party, any Lender or any Bankother Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision). (cb) In the event that any an Issuing Bank Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such Issuing Bank Lender pursuant to Section 2.04(a3.05(a), such Issuing Bank Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank Lender the amount of such Participant's Adjusted ’s RL Percentage of such unreimbursed payment (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. 12:00 Noon (New York City time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such the respective Issuing Bank Lender in Dollars such Participant's Adjusted ’s RL Percentage of the amount of such payment (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted RL Percentage of the amount of such payment (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) available to such the respective Issuing BankLender, such Participant agrees to pay to such Issuing BankLender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank Lender at the overnight Federal Funds RateEffective Rate for the first three days and at the interest rate applicable to Loans that are maintained as ABR Loans for each day thereafter. The failure of any Participant to make available to such an Issuing Bank Lender its Adjusted RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank Lender its Adjusted RL Percentage of any payment under any Letter of Credit (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank Lender such other Participant's Adjusted ’s RL Percentage of any such payment. (dc) Whenever any an Issuing Bank Lender receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank Lender shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each such Participant which has paid its Adjusted RL Percentage thereofthereof (plus, with respect to any Lender, any additional amount of Letter of Credit Exposure related to such Letter of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)), in Dollars and in same day funds, an amount equal to such Participant's ’s share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (ed) Upon the request of any Participant, each Issuing Bank Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (fe) The obligations of the Participants to make payments to each Issuing Bank Lender with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Loan Documents; (ii) the existence of any claim, setoff, defense or other right which any Parent Guarantor, the Borrower or any of its their Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions transaction contemplated herein or any unrelated transactions transaction (including any underlying transaction between any Parent Guarantor, the Borrower or any Subsidiary of a Parent Guarantor or the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Loan Documents; or (v) the occurrence of any Default or Event of Default.

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 CommitmentDollar Facility Bank, other than such Issuing Bank (each such Dollar Facility 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, Dollar Facility 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 Dollar Facility Revolving Loan Commitments or Adjusted Percentages of the Dollar Facility 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 Dollar Facility RL Percentages of the assignor and assignee Bank Dollar Facility Banks or of all Banks with Revolving Loan CommitmentsDollar Facility Banks, as the case may be. (b) In determining whether to pay under any Letter of Credit, such no Issuing Bank shall have no any obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction, shall not create for such Issuing Bank any resulting liability to the Borrower Company or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower Company shall not have reimbursed such amount in full to such the respective Issuing Bank pursuant to Section 2.04(a2.05(a), such the respective Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to the Agent for the account of such Issuing Bank the amount of such Participant's Adjusted applicable Dollar Facility RL Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the Agent at the Payment Office of the Agent for the account of such Issuing Bank in Dollars such Participant's Adjusted applicable Dollar Facility RL Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted applicable Dollar Facility RL Percentage of the amount of such payment available to the Agent for the account of such Issuing Bank, such Participant agrees to pay to the Agent for the account of such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Agent for the account of such Issuing Bank at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to the Agent for the account of such Issuing Bank its Adjusted applicable Dollar Facility RL Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Agent for the account of such Issuing Bank its Adjusted applicable Dollar Facility RL Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Agent for the account of such Issuing Bank such other Participant's Adjusted applicable Dollar Facility RL Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it the Agent has received for the account of such Issuing Bank any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment pay to the Administrative Agent, which in turn Agent and the Agent shall distribute to promptly pay each Participant which has paid its Adjusted applicable Dollar Facility RL Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon on the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon Each Issuing Bank shall, promptly after the request issuance of, or amendment to, any Standby Letter of any ParticipantCredit, give the Agent, each Issuing Bank Participant and the Company written notice of such issuance or amendment, as the case may be, and such notice shall furnish to such Participant copies be accompanied by a copy of any the issued Standby Letter of Credit issued by it and such other documentation or amendment, as the case may reasonably be requested by such Participantbe. (f) Each Issuing Bank (other than BTCo) shall deliver to the Agent, promptly on the first Business Day of each week, by facsimile transmission, the aggregate daily Stated Amount available to be drawn under the outstanding Trade Letters of Credit issued by such Issuing Bank for the previous week. The Agent shall, within 10 days after the last Business Day of each calendar month, deliver to each Participant a report setting forth for such preceding calendar month the aggregate daily Stated Amount available to be drawn under all outstanding Trade Letters of Credit during such calendar month. (g) The obligations of the Participants each respective Participant to make payments to the Agent for the account of each Issuing Bank with respect to Letters of Credit issued by it which such Participant has a participation in shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Company and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or any of the other Credit Documents; or (v) the occurrence of any Default or Event of Default.

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 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 Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 12.04(b) or 13.04 or as a result of upon 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 2.05 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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank the Letter of Credit Issuer shall not have no any obligation relative to the other Banks Participants other than to confirm determine that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank the Letter of Credit Issuer under or in connection with any Letter of Credit Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank the Letter of Credit Issuer any resulting liability to the Borrower or any BankParticipants. (c) In the event that any Issuing Bank the Letter of Credit Issuer makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank the Letter of Credit Issuer pursuant to Section 2.04(a), such Issuing Bank the Letter of Credit Issuer shall promptly notify the Administrative Agent, which and the Administrative Agent shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the Administrative Agent for the account of the Letter of Credit Issuer, the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds; provided, however, that no Participant shall be obligated to pay to the Administrative Agent its Adjusted Percentage of such unreimbursed amount for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Administrative Agent so notifies, notifies any Participant required to fund an Unpaid Drawing under a Letter of Credit prior to 11:00 A.M. 12:00 Noon (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars the Administrative Agent for the account of the Letter of Credit Issuer such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment Unpaid Drawing available to such Issuing Bankthe Administrative Agent for the account of the Letter of Credit Issuer, such Participant agrees to pay to such Issuing Bankthe Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank the Administrative Agent for the account of the Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to such Issuing Bank the Administrative Agent for the account of the Letter of Credit Issuer its Adjusted Percentage of any payment Unpaid Drawing under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank the Administrative Agent for the account of the Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank the Administrative Agent for the account of the Letter of Credit Issuer such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank the Letter of Credit Issuer receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of the Letter of Credit Issuer any payments from the Participants pursuant to clause (c) above, such Issuing Bank the Letter of Credit Issuer shall forward such payment pay to the Administrative Agent, which in turn Agent and the Administrative Agent shall distribute promptly pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) Adjusted Percentage of the principal amount of such reimbursement obligation thereof and interest thereon accruing at the overnight Federal Funds Effective Rate after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank the Administrative Agent for the account of the Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided that no Participant shall be required to make payments resulting from the Letter of Credit Issuer's gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bankthe Letter of Credit Issuer, any Participant, Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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 ’s Adjusted 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 thereto. Upon any change in the Revolving Loan Commitments or Adjusted Revolving Loan 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 Revolving Loan Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsCommitments (other than Defaulting Banks), as the case may be. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the amount of such Participant's ’s Adjusted Revolving Loan Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's ’s Adjusted Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Revolving Loan Percentage of the amount of such payment available to such Issuing Bank, such Participant agrees to pay to such Issuing Bank, Bank forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Revolving Loan Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Revolving Loan Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's ’s Adjusted Revolving Loan Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Bank shall forward such payment to the Administrative Agent, which in turn shall distribute pay to each Participant which has paid its Adjusted Revolving Loan Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's ’s share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank the Administrative Agent shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participantor amendment. (f) The obligations of the Participants to make payments to each Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of DefaultDefault unless the Issuing Bank has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists prior to the issuance of a Letter of Credit.

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. (b) In determining whether to pay under any Letter of Credit, such the Issuing Bank shall have no obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any the Issuing Bank under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such the Issuing Bank any resulting liability to the Borrower for whose account such Letter of Credit was issued or any Bank.. C/M 11752.0000 414856.1 (c) In the event that any the Issuing Bank makes any payment under any Letter of Credit issued by it and the Borrower for whose account such Letter of Credit was issued shall not have reimbursed such amount in full to such the Issuing Bank pursuant to Section 2.04(a2.05(a), such the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such the Administrative Agent for the account of the Issuing Bank the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such the Administrative Agent at the Payment Office of the Administrative Agent for the account of the Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such the Administrative Agent for the account of the Issuing Bank, such Participant agrees to pay to such the Administrative Agent for the account of the Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such the Administrative Agent for the account of the Issuing Bank at the overnight Federal Funds Rate. The failure of any Participant to make available to such the Administrative Agent for the account of the Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit issued by it shall not relieve any other Participant of its obligation hereunder to make available to such the Administrative Agent for the account of the Issuing Bank its Adjusted Percentage of any such Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such the Administrative Agent for the account of the Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any the Issuing Bank receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of the Issuing Bank any payments from the Participants pursuant to clause (c) above, such the Issuing Bank shall forward such payment pay to the Administrative Agent, which in turn Agent and the Administrative Agent shall distribute to promptly pay each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon on the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations.. C/M 11752.0000 414856.1 (e) Upon Immediately after the request issuance of, or amendment to, a standby Letter of any ParticipantCredit, each the Issuing Bank shall furnish to immediately notify the Administrative Agent and each Participant of such Participant copies issuance or amendment, as the case may be, and such notice shall be accompanied by a copy of any the issued standby Letter of Credit issued by it and such other documentation or amendment, as the case may reasonably be requested by such Participantbe. (f) The obligations of the Participants to make payments to each the Administrative Agent for the account of the Issuing Bank with respect to Letters of Credit issued by it shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit DocumentsDocument; (ii) the existence of any claim, setoff, defense or other right which the Borrower Company or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Bank, the Issuing Bank, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower Company or any of its Subsidiaries and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank Letter of any Credit Issuer of a 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 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 drawing substitute letter of credit, each payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 1.13 12.04(b) or 13.04 or as a result of upon 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 2.05 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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank the respective Letter of Credit Issuer shall not have no any obligation relative to the other Banks Participants other than to confirm determine that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank Letter of Credit Issuer under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank Letter of Credit Issuer any resulting liability to the Borrower or any Bankliability. (c) In the event that any Issuing Bank the respective Letter of Credit Issuer makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Bank Letter of Credit Issuer pursuant to Section 2.04(a), such Issuing Bank Letter of Credit Issuer shall promptly notify the Administrative Agent, which and the Administrative Agent shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer, the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars U.S. dollars and in same day funds; provided, however, that no Participant shall be obligated to pay to the Administrative Agent its Adjusted Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If the Administrative Agent so notifies, notifies any Participant required to fund an Unpaid Drawing under a Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars the Administrative Agent for the account of the respective Letter of Credit Issuer (which funds the Administrative Agent shall promptly forward to the Letter of Credit Issuer) such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment Unpaid Drawing available to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, such Participant agrees to pay to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to such Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer its Adjusted Percentage of any payment Unpaid Drawing under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank the respective Letter of Credit Issuer receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Participants pursuant to clause (c) above, such Issuing Bank Letter of Credit Issuer shall forward such payment pay to the Administrative Agent, which in turn Agent and the Administrative Agent shall distribute promptly pay to each Participant which has paid its Adjusted Percentage thereof, in Dollars U.S. dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) Adjusted Percentage of the principal amount of such reimbursement obligation thereof and interest thereon accruing at the overnight Federal Funds Effective Rate after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided that no Participant shall be required to make payments resulting from the Letter of Credit Issuer's gross negligence or willful misconduct, as determined by a court of competent jurisdiction and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or any of its it Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Bankthe respective Letter of Credit Issuer, any Participant, Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any of its Subsidiaries and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default. (f) To the extent the respective Letter of Credit Issuer is not indemnified for same by the Borrower, the Participants will reimburse and indemnify the Letter of Credit Issuer, in proportion to their respective Adjusted Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; provided that no Participant shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Letter of Credit Issuer's gross negligence or willful misconduct, as determined by a court of competent jurisdiction.

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. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank BTCo shall not have no any obligation relative to the other Banks Participants therein other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank BTCo under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank BTCo any resulting liability to the Borrower any Revolving Borrower, any other Credit Party, any Participant or any other Bank. (c) In the event that any Issuing Bank BTCo makes any payment under any Letter of Credit and the respective Revolving Borrower shall not have reimbursed such amount in full to such Issuing Bank BTCo pursuant to Section 2.04(a2.05(a), such Issuing Bank BTCo shall promptly notify the Administrative Agent, which shall promptly notify each Participant, Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Bank the Administrative Agent for the account of BTCo, the amount of such Participant's Adjusted Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars the Administrative Agent for the account of BTCo such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Adjusted Percentage of the amount of such payment available to such Issuing Bankthe Administrative Agent for the account of BTCo, such Participant agrees to pay to such Issuing Bankthe Administrative Agent for the account of BTCo, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank the Administrative Agent for the account of BTCo at the overnight Federal Funds Rate. The failure of any Participant to make available to the Administrative Agent for the account of BTCo such Issuing Bank its Participant's Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of BTCo such Issuing Bank its Participant's Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank the Administrative Agent for the account of BTCo such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank BTCo receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of BTCo any payments from the respective Participants pursuant to clause (c) above, such Issuing Bank BTCo shall forward such payment pay to the Administrative Agent, which in turn Agent and the Administrative Agent shall distribute promptly pay to each such Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank BTCo shall furnish to such Participant Bank copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the respective Participants to make payments to each Issuing Bank the Administrative Agent for the account of BTCo with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the any Revolving Borrower or any of its Subsidiaries other Credit Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing BankBTCo, any ParticipantBank, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the any Revolving Borrower or any other Credit Party and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

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 the respective 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 2.032.02, a "ParticipantParticipating Bank"), and each such Participant Participating Bank 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 ParticipantParticipating Bank'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 L/C Fees will be paid directly to the Administrative Agent for the ratable account of the Participating Banks as provided in Section 3.01(b) and the Participating Banks shall have no right to receive any portion of any L/C Facing Fees). Upon any change in the Revolving Loan Commitments or Adjusted Percentages Com mitments 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 2.02 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBanks. (b) In determining whether to pay under any Letter of Credit, such Issuing Bank the respective Letter of Credit Issuer issuing same shall have no obligation relative to the any other Banks Bank other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank a Letter of Credit Issuer under or in connection with any Letter of Credit issued by it if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank Letter of Credit Issuer any resulting liability to the Borrower or any Bank. (c) In the event that any Issuing Bank a Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such Issuing Bank Letter of Credit Issuer pursuant to Section 2.04(a), such Issuing Bank Letter of Credit Issuer shall promptly notify the Administrative AgentAgent and after receipt of such notice, which shall promptly the Administrative Agent will notify each Participant, Participating Bank of such failure, and each Participant Participating Bank shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer, the amount of such ParticipantParticipating Bank's Adjusted Percentage of such unreimbursed payment in Dollars lawful money of the United States of America and in same day funds; provided, however, that no Participating Bank shall be obligated -------- ------- to pay to the Administrative Agent for the account of such Letter of Credit Issuer its Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant Participating Bank required to fund a payment under a Letter of Credit, such Participant Participating Bank shall make available to the Administrative Agent for the account of such Issuing Bank in Dollars Letter of Credit Issuer such ParticipantParticipating Bank's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant Participating Bank shall not have so made its Adjusted Percentage of the amount of such payment available to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, such Participant Participating Bank agrees to pay to the Administrative Agent for the account of such Issuing BankLetter of Credit Issuer, forthwith on demand demand, such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer at the overnight Federal Funds Rate. The failure of any Participant Participating Bank to make available to such Issuing Bank the Administrative Agent for the account of the respective Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant Participating Bank of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Letter of Credit Issuer its Adjusted Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant Participating Bank shall be responsible for the failure of any other Participant Participating Bank to make available to such Issuing Bank the Administrative Agent, such other ParticipantParticipating Bank's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank a Letter of Credit Issuer receives a payment of a reimbursement obligation as to which it the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Participants Participating Banks pursuant to clause (c) above, such Issuing Bank Letter of Credit Issuer shall forward such payment pay to the Administrative Agent, which in turn Agent and theAdministrative Agent shall distribute promptly pay to each Participant Participating Bank which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such ParticipantParticipating Bank's share (based upon the proportionate aggregate amount originally funded by such Participant Participating Bank to the aggregate amount funded by all ParticipantsParticipating Banks) of the principal amount of such reimbursement obligation and of interest reimbursed thereon accruing from and after the date of the purchase of the respective participations. (e) Upon The obligations of the request of any Participant, each Issuing Bank shall furnish Participating Banks to such Participant copies make payments to the Administrative Agent for the account of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants to make payments to each Issuing Bank Issuer with respect to Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set- off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrower or Borrower, any of its Subsidiaries or any Permitted Joint Venture may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing BankCo-Agent, any ParticipantLetter of Credit Issuer, any Bank, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein (including the Transaction) or any unrelated transactions (including any underlying transaction between the Borrower Borrower, any of its Subsidiaries or any Permitted Joint Venture and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect re spect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default.

Letter of Credit Participations. (a) Immediately upon the issuance by any Issuing Bank All Letters of any Letter of Credit, such Issuing Bank Credit issued subsequent hereto shall be deemed to have been sold and transferred by the Issuing Bank 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")Credit Lender, and each such Participant Revolving Credit Lender 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 PercentageLender’s percentage participation in the Total Revolving Credit Commitment) in each such Letter of Credit (including extensions of the expiry date thereof), in such each substitute Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement and the other Loan Documents 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. (b) In determining whether to pay under any Letter of Credit, such the Issuing Bank shall have no obligation relative to the other Banks Revolving Credit Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Issuing Bank any resulting liability to the Borrower or any Bank. (c) In the event that any the Issuing Bank makes any payment under any Letter of Credit and Credit, the Borrower same shall not have reimbursed such amount in full to such Issuing Bank pursuant to Section 2.04(a), such be considered an Alternate Base Rate Advance without further action by any Person. The Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Participant, of such failure, and each Participant Revolving Credit Lender thereof. Each Revolving Credit Lender shall promptly and unconditionally immediately pay to such the Agent for the account of the Issuing Bank the amount of such Participant's Adjusted Percentage Lender’s percentage participation of such unreimbursed payment in Dollars and in same day fundsAdvance. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Bank in Dollars such Participant's Adjusted Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant Revolving Credit Lender shall not have so made its Adjusted Percentage of the amount of such payment percentage participation available to such Issuing Bankthe Agent, such Participant Lender agrees to pay to such Issuing Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Bank at the overnight lesser of (i) the Federal Funds Effective Rate and (ii) the Highest Lawful Rate. The failure of any Participant to make available to such Issuing Bank its Adjusted Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Bank its Adjusted Percentage of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Bank such other Participant's Adjusted Percentage of any such payment. (d) Whenever any Issuing Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such The Issuing Bank shall forward such payment to not be liable for, and the Administrative Agent, which in turn shall distribute to each Participant which has paid its Adjusted Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) Upon the request of any Participant, each Issuing Bank shall furnish to such Participant copies of any Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant. (f) The obligations of the Participants Borrower and the Lenders to make payments to each the Agent for the account of the Issuing Bank with respect to Letters of Credit issued by it shall not be irrevocable and not subject to to, any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstanceswhatsoever, including, without limitation, including any of the following circumstances: (i) any lack of validity or enforceability of the Original Credit Agreement, this Agreement or any of the other Credit Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)Credit, the Administrative Agent, any Issuing Bank, any ParticipantRevolving Credit Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Loan Documents; or (v) the occurrence of any Default or Event of Default. (e) The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Bank’s gross negligence or willful misconduct. It is the express intention of the parties hereto that such Issuing Bank, its officers, directors, employees and agents (other than with respect to any claims by the Issuing Bank against any such officer, director, employee or agent thereof) shall be indemnified and held harmless from, subject to the same type of protections set forth in Section 12.05(b), any action taken or omitted by such Person under or in connection with any Letter of Credit or any related draft or document arising out of or resulting from such Person’s sole or contributory negligence, but not from the gross negligence or willful misconduct of such Person. The Borrower agrees that any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce, Publication No. 500 (and any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Bank) and, to the extent not inconsistent therewith, the Uniform Commercial Code of the State of New York, shall not result in any liability of the Issuing Bank to the Borrower.