Common use of Other Lenders' Participation Clause in Contracts

Other Lenders' Participation. Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. (a) Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse be responsible for reimbursing the relevant applicable Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.32.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement ObligationObligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If Upon any payment received change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders. (b) Upon the entry into each Open Account Discount Agreement, and without further action, each Revolving Loan Lender (other than the applicable Open Account Discount Purchaser) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Open Account Discount Agreement, and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing the applicable Open Account Discount Purchaser for OA Payment Obligations under the applicable Open Account Paying Agreement which have not been reimbursed by the Administrative Agent for relevant Obligor in accordance with the account terms thereof (with the terms of an Issuer pursuant hereto is required to be returned under any of the circumstances described in this Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Open Account Agreement payments pursuant to Section 3.3.4 and of interest payable pursuant to Section 3.2 with respect to any OA Payment Obligations accruing on and after the date (and to the extent) such Lender funds its participation interest in such OA Payment Obligations. To the extent that any Revolving Loan Lender has reimbursed any Open Account Discount Purchaser for an Open Account Discount Purchase, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Open Account Discount Purchase. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all OA Payment Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders. The Borrower shall be required to reimburse each Open Account Discount Purchaser in accordance with the terms set forth in the applicable Open Account Paying Agreement.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Canadian Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Issuing Bank for Reimbursement Obligations which have not been reimbursed by the Borrower Celestica in accordance with Section 2.6.3. In addition3.4 or which have been reimbursed by Celestica but must be returned, such Revolving Loan restored or disgorged by the Issuing Bank for any reason and each Canadian Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be entitled to receive a ratable portion from the Administrative Agent its Main Facility Rateable Portion of the Letter of Credit fees payable pursuant to Section 3.3.3 fee received by the Administrative Agent with respect to each Letter of Credit (other than payable pursuant to Section 3.8(b). In the issuance fees payable event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the Issuer amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the last sentence event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, Issuing Bank such Lender shall be entitled to receive its ratable portion other Canadian Lender’s Main Facility Rateable Portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment all payments received by the Administrative Agent for the account Issuing Bank from Celestica in reimbursement of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into drawings honoured by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account Issuing Bank under such Letter of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of Credit when such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. Upon the issuance of each Letter of CreditCredit issued by the Issuer pursuant hereto (or the continuation of an Existing Letter of Credit hereunder), and without further action, each Revolving Loan Lender (other than the Issuer) that has a Revolving Loan Commitment shall be deemed to have irrevocably purchasedpurchased from the Issuer, to the extent of its Percentage to make Revolving Loan PercentageLoans, and the Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Commitment Percentage, reimburse the relevant Issuer be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day) the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any the Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If Notwithstanding anything to the contrary contained herein, on the scheduled Revolving Loan Commitment Termination Date for any payment received by Tranche of Revolving Loan Commitments, except with respect to Reimbursement Obligations arising on or prior to such date, the Administrative Agent for participation interests of Revolving Lenders of such Tranche in any undrawn Letters of Credit then outstanding shall, without further action, automatically terminate on such scheduled Revolving Loan Commitment Termination Date and, upon termination thereof, the account of an Issuer pursuant hereto is required to be returned under any Revolving Lenders of the circumstances described remaining Tranches of Revolving Loan Commitments shall assign and assume participations in Section 10.18 (including pursuant such outstanding Letters of Credit so as to any settlement entered into cause the amounts of such participations in Letters of Credit held by the Issuer in its discretion), each Revolving Lender shall pay of such remaining Tranches to conform to the Administrative Agent for the account respective Percentages of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date Revolving Loan Commitment of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementRevolving Lenders.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan PercentagePercentage (unless the Issuer shall have received written notice that the conditions precedent to the issuance of such Letter of Credit had not occurred prior to such issuance), be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the applicable Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving Loan or which have been reimbursed by the applicable Borrower but must be returned, restored or disgorged by the Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit. In the event that the applicable Borrower shall fail to reimburse the Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer under a Letter of Credit (other issued by it, or in the event the Issuer must for any reason return or disgorge such reimbursement, the Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of the Issuer specified in such notice not later than 10:00 A.M., New York time, on the issuance fees payable Business Day after the date the Lenders are notified by the Issuer. In the event that any Lender fails to make available to the Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Prime Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuer. The Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment all payments received by the Administrative Agent for Issuer from the account applicable Borrower in reimbursement of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into drawings honored by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account under such Letter of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of Credit when such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. Upon the issuance of each Letter of CreditCredit pursuant to a Facility by an Issuer under such Facility, and without further action, each Revolving Loan RL Lender (other than the such Issuer) under such Facility shall be deemed to have irrevocably purchasedpurchased from such Issuer, to the extent of its such Lender's Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, and such Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability contingent liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, reimburse as the relevant Issuer case may be, be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day) such Issuer for Reimbursement Obligations which have not been reimbursed in accordance with SECTION 4.1.3 by the Borrower in accordance with Section 2.6.3which requested the issuance of such Letter of Credit. In addition, such Revolving Loan each RL Lender under each Facility shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 SECTION 5.3.2 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of issued under such Letter of Credit pursuant to the last sentence of Section 3.3.3) Facility and of interest payable pursuant to Section 3.2 SECTION 5.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender under either Facility has reimbursed any an Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive a portion, according to its ratable portion Percentage of the Revolving Loan Commitment Amount under such Facility, of any amounts subsequently received (from the Borrower which requested the issuance of such Letter of Credit or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. (a) Upon the issuance of each Revolving Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Revolving Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Revolving Letter of Credit (including the Contingent Liability and any Revolving Reimbursement Obligation with respect thereto) (each a “Revolving Letter of Credit Participation Obligation”), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant applicable Revolving Issuer within one Business Day following receipt of a notice pursuant to this Section for Revolving Reimbursement Obligations which have not been reimbursed by the Revolving Loan Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Revolving Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Revolving Letter of Credit (other than the issuance fees payable to the Revolving Issuer of such Revolving Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Revolving Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Revolving Issuer for a Disbursement, such Revolving Loan Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Revolving Loan Borrower or otherwise) in respect of such Disbursement. (b) Upon the issuance of each Synthetic Letter of Credit, and without further action, each Synthetic Lender shall be deemed to have irrevocably purchased, to the extent of its Synthetic Deposit Percentage, a participation interest in such Synthetic Letter of Credit (including the Contingent Liability or Synthetic Reimbursement Obligation with respect thereto) (each, a “Synthetic Participation Obligation”). If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to Each Synthetic Lender’s Synthetic Participation Obligation shall be returned under any cash collateralized (as provided in Section 2.1.4), in favor of the circumstances described in Section 10.18 (including pursuant to any settlement entered into Synthetic Issuer, by the Issuer in its discretion), each Lender such Synthetic Lender’s Synthetic Deposit. Such Synthetic Lender’s Synthetic Deposit shall pay to the Administrative Agent be available for the account of the Issuer its Percentage thereof on demand of withdrawal by the Administrative Agent, plus interest thereon from in the date amounts contemplated by and otherwise in accordance with clause (c)(ii) of such demand Section 2.1.4, to reimburse the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementSynthetic Issuer for Synthetic Reimbursement Obligations.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuing Bank) in their respective Main Facility Rateable Portions. Each Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Lender shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Issuing Bank for Reimbursement Obligations which have not been reimbursed by the Borrower Celestica in accordance with Section 2.6.3. In addition3.4 or which have been reimbursed by Celestica but must be returned, such Revolving Loan restored or disgorged by the Issuing Bank for any reason and each Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be entitled to receive a ratable portion from the Administrative Agent its Main Facility Rateable Portion of the Letter of Credit fees payable pursuant to Section 3.3.3 fee received by the Administrative Agent with respect to each Letter of Credit (other than payable pursuant to Section 3.8(b). In the issuance fees payable event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the Issuer amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such drawing and such Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Lender fails to make available to the Issuing Bank the amount of such Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section in the last sentence event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Lender which has paid all amounts payable by it under this Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, Issuing Bank such Lender shall be entitled to receive its ratable portion other Lender’s Main Facility Rateable Portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment all payments received by the Administrative Agent for the account Issuing Bank from Celestica in reimbursement of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into drawings honoured by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account Issuing Bank under such Letter of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of Credit when such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. Upon the issuance of each (a) Each Letter of CreditCredit issued pursuant to SECTION 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) PRO RATA according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit (including, without limitation, Letters of Credit issued prior to the Restatement Effective Date) and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Revolving Borrower in accordance with Section 2.6.3. In additionSECTION 4.5, or which have been reimbursed by the Revolving Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 SECTION 3.3.4, with respect to each Letter of Credit and which accrue on or after the Restatement Effective Date. (other than b) In the issuance fees payable event that the Revolving Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in SECTION 4.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 9:00 a.m., San Francisco time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. (c) In the event that any Lender fails to make available to any Issuer the amount of such Lender's participation in any Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate. (d) Nothing in this SECTION 4.4 shall be deemed to prejudice the right of any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section in the event that it is finally determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this SECTION 4.4 with respect to any Letter of Credit issued by such Issuer such other Lender's Percentage of all payments received by such Issuer from the Revolving Borrower in reimbursement of drawings honored by such Issuer under such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, when such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. (a) Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse be responsible for reimbursing the relevant applicable Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Parent Borrower in accordance with Section 2.6.32.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement ObligationObligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Parent Borrower or otherwise) in respect of such Disbursement. If Upon any payment received change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders. (b) Upon the entry into each Open Account Discount Agreement, and without further action, each Revolving Loan Lender (other than the applicable Open Account Discount Purchaser) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Open Account Discount Agreement, and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing the applicable Open Account Discount Purchaser for OA Payment Obligations under the applicable Open Account Paying Agreement which have not been reimbursed by the Administrative Agent for relevant Obligor in accordance with the account terms thereof (with the terms of an Issuer pursuant hereto is required to be returned under any of the circumstances described in this Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Open Account Agreement payments pursuant to Section 3.3.4 and of interest payable pursuant to Section 3.2 with respect to any OA Payment Obligations accruing on and after the date (and to the extent) such Lender funds its participation interest in such OA Payment Obligations. To the extent that any Revolving Loan Lender has reimbursed any Open Account Discount Purchaser for an Open Account Discount Purchase, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Parent Borrower or otherwise) in respect of such Open Account Discount Purchase. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all OA Payment Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders. The Parent Borrower shall be required to reimburse each Open Account Discount Purchaser in accordance with the terms set forth in the applicable Open Account Paying Agreement.

Other Lenders' Participation. Upon the issuance of each Letter of CreditCredit pursuant to a Facility by the Issuer under such Facility, and without further action, each Revolving Loan Lender (other than the such Issuer) under such Facility shall be deemed to have irrevocably purchasedpurchased from such Issuer, to the extent of its such Lender's Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, and such Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability contingent liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, reimburse as the relevant Issuer case may be, be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day) such Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.34.1.3 by the applicable Borrower which requested the issuance of such Letter of Credit. In addition, such Revolving Loan each Lender under a Facility shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 5.3.2 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of issued under such Letter of Credit pursuant to the last sentence of Section 3.3.3) Facility and of interest payable pursuant to Section 3.2 5.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender under a Facility has reimbursed any the Issuer under such Facility for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive a portion, according to its ratable portion Percentage of the Revolving Loan Commitment Amount under such Facility, of any amounts subsequently received (from the Borrower which requested the issuance of such Letter of Credit or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit pursuant hereto, and without further action, each Revolving Loan Lender (other than the each L/C Issuer) shall be deemed to have irrevocably purchasedand unconditionally purchased (without recourse, representation or warranty), to the extent of its Revolving Loan Percentage, a participation interest in each such Letter of Credit (Credit, including the Contingent Liability and any all Reimbursement Obligation Obligations with respect thereto), . (b) If either (i) any L/C Issuer makes any payment or disbursement under any Letter of Credit and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower has not, in accordance with Section 2.6.32.7.3, reimbursed in full the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrower is returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of such payment or disbursement; provided that no such payment by the Lenders shall diminish the Obligations of the Borrower under Section 2.7.3 to repay such disbursements and payments in full. In additionEach Lender agrees to make its required reimbursement payment not later than 4:00 p.m. (New York City time) on the Business Day that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Lender receives such Revolving Loan Lender shallnotice after 1:00 p.m. (New York City time) on any Business Day, prior to 1:00 p.m. (New York City time) on the next following Business Day), together with interest thereon from the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the extent greater of (x) the Federal Funds Rate or (y) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three (3) Business Days following such Lender’s receipt of such notice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans. Any Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Lender of its Revolving Loan Percentageobligation hereunder to make available such other Lender’s Percentage of such payment, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender’s Percentage of any such payment or disbursement. (c) Each Lender (i) that has complied with its obligations under this Section shall be entitled to receive a ratable portion its Pro Rata share of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each relevant Letter of Credit and (other than the issuance fees payable to the Issuer of ii) if such Letter of Credit pursuant to the last sentence of Section 3.3.3Lender has funded a reimbursement payment as provided in clause (b) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursementparticular Letter of Credit, such Lender shall be entitled to receive its ratable portion Pro Rata share of any amounts subsequently received (from all reimbursement payments paid by the Borrower or otherwise) in with respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementthereto.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender be issued on behalf of all Lenders (other than including the Issuer) shall be deemed pro rata according to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving Loan or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 2.3(b), with respect to each Letter of Credit Credit. In the event that (other than i) the issuance fees payable Borrower shall fail to reimburse the Issuer, and if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer under a Letter of Credit issued by it, or (ii) the Issuer must for any reason return or disgorge all or any portion of such reimbursement, or (iii) the Borrower shall fail to fully Cash Collateralize any Letter of Credit after the Commitment Termination Date pursuant to Section 4.7 and a payment under or draw upon such Letter of Credit pursuant is made, the Issuer shall promptly notify the Administrative Agent who shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender’s respective participation therein. Each Lender shall make available to the last sentence Issuer, whether or not any Default shall have occurred and be continuing, and whether or not any other conditions specified in Section 6.2 are satisfied, an amount equal to its respective participation in same day or immediately available funds at the office of Section 3.3.3the Issuer specified in such notice not later than 11:00 a.m., New York time, on the Business Day (under the laws of the jurisdiction of the Issuer) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligationafter the date notified by the Issuer. To In the extent event that any Revolving Loan Lender has reimbursed any fails to make available to the Issuer for a Disbursementthe amount of such Lender’s participation in such Letter of Credit as provided herein, such Lender the Issuer shall be entitled to receive its ratable portion of any amounts subsequently received (recover such amount on demand from such Lender together with interest at the Borrower or otherwise) in respect of daily average Federal Funds Rate plus, if such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by Lender has not paid the Issuer the amount of its participation in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon full within four Business Days from the date of such demand by the Administrative Agent (and commencing on such fourth Business Day), 1% per annum. The Issuer shall distribute to the date such amount is returned each other Lender which has paid all amounts payable by it under this Article IV with respect to any Letter of Credit issued by such Issuer, such other Lender, at a rate per annum equal to ’s Percentage of all payments received by the applicable Overnight Rate Issuer from time to time the Borrower in effect. The obligations reimbursement of drawings honored by the Lenders Issuer under the immediately preceding sentence shall survive the payment in full Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Letter of CreditCredit pursuant hereto, and without further action, each Revolving Loan A Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan PercentageLetter of Credit Commitment, a participation interest in each such Letter of Credit (including the Contingent Liability and any Letter of Credit Reimbursement Obligation with respect thereto), and such each Revolving Loan A Lender shall, to the extent of its then existing Revolving A Loan PercentageCommitment, reimburse the relevant Issuer be responsible for funding promptly (and in any event within one (1) Business Day following receipt Day) to the Issuer the amount of a notice pursuant to this Section for any Letter of Credit Reimbursement Obligations Obligation which have has not otherwise been reimbursed by the Borrower in accordance with Section 2.6.32.4.3. In addition, such each Revolving Loan A Lender shall, to the extent of its Revolving Loan PercentageCommitment, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Letter of Credit Reimbursement Obligation. To the extent that any a Revolving Loan A Lender has reimbursed any the Issuer for a DisbursementLetter of Credit Disbursement as required by this Section 2.4.1, such Revolving A Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Letter of Credit Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of each Revolving A Lender under this Section 2.4.1 are obligatory on the Lenders under part of each Revolving A Lender, such obligations of each Revolving A Lender shall be performed whether or not a Default exists hereunder and whether or not the immediately preceding sentence conditions set forth in Article V have been satisfied, shall survive be absolute, unconditional, and irrevocable, and shall be performed by each Revolving A Lender strictly in accordance with the payment in full of the Obligations terms and the termination provisions of this Agreement, under any and all circumstances and irrespective of any set-off, counterclaim, or defense to payment which the Revolving A Lenders, individually or collectively, may have or have had against the Issuer. Notwithstanding anything to the contrary in this Section 2.4.1, so long as any Letter of Credit is outstanding, each of the Revolving A Lenders shall have the absolute obligation to make a Revolving A Loan on behalf of the Borrower for the benefit of the Issuer in accordance with Section 2.4.2.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 5.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled deemed irrevocably to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than have participated in the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall promptly pay to the Administrative Agent for the account of the Issuer thereof an amount equal to such Xxxxxx’s Percentage of the amount of any drawings which have not been reimbursed by the Borrowers, in accordance with Section 5.5, or which have been reimbursed by the Borrowers but must be returned or disgorged by such Issuer for any reason, and each Lender (unless such Lender is then a Defaulting Lender) shall, to the extent of its Percentage thereof on demand Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter of Credit Fees received by the Administrative Agent pursuant to Section 4.4, with respect to each Letter of Credit. In the event that the Borrowers shall fail to reimburse any Issuer (through the Administrative Agent), or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 5.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, the Administrative Agent shall promptly notify such Issuer and each Lender of the unreimbursed amount of such drawing and of such Xxxxxx’s respective participation therein. Each Lender shall make available to the Administrative Agent, plus interest thereon from for the account of such Issuer, whether or not any Event of Default or Unmatured Event of Default shall exist, an amount equal to such Xxxxxx’s respective participation in same day or immediately available funds at the office of the Administrative Agent not later than 10:00 a.m. (New York City time) on the Business Day after the date of such demand to the date such amount is returned notified by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effectIssuer. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.Administrative Agent will

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued and each Acceptance created pursuant to Section 4.2 shall, effective upon its issuance or creation, as the case may be, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued and/or created on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Fronting Bank thereof) according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and the creation of such Acceptance and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrower Borrowers in accordance with Section 2.6.3. In addition4.5, such Revolving or which have been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrowers but must be returned, restored or disgorged by the Fronting Bank for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the all fees and interest with respect to such Letter of Credit and/or such Acceptance (including the letter of credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.1, with respect to each Letter of Credit (Credit, but excluding any fronting fees and other than the issuance fees charges payable to the Issuer Fronting Bank qua Fronting Bank). In the event that any Borrower shall fail to reimburse the Fronting Bank, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, in each case as provided in this Agreement and in an amount equal to the Disbursement amount or the face amount of any matured Acceptance, as applicable, or in the event the Fronting Bank must for any reason return or disgorge such reimbursement, the Fronting Bank shall promptly notify each Lender of the unreimbursed amount of such drawing or face amount of such matured Acceptance and of such Lender's respective participation therein. Each Lender shall make available to the Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of the Fronting Bank specified in such notice not later than 11:00 a.m., New York City time, on the Business Day after the date notified by the Fronting Bank. In the event that any Lender fails to make available to the Fronting Bank the amount of such Lender's participation in such Letter of Credit pursuant to or such Acceptance as provided herein, the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender Fronting Bank shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of recover such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof amount on demand of from such Lender together with interest at the Administrative Agent, plus interest thereon Federal Funds Rate from the date of such demand to the date such amount is returned due through (but excluding) the date such payment is made (together with such other compensatory amounts as may be required to be paid by such Lender, at a rate per annum equal Lender to the applicable Overnight Rate Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time time). Nothing in effectthis Section shall be deemed to prejudice the right of any Lender to recover from the Fronting Bank any amounts made available by such Lender to the Fronting Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit or an Acceptance by the Fronting Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Fronting Bank. The obligations Fronting Bank shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued or Acceptance created by the Fronting Bank, such other Lender's Percentage of all payments received by the Fronting Bank from the applicable Borrower in reimbursement of the Lenders face amount of such matured Acceptance or drawings honored by the Fronting Bank under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, reimburse be deemed irrevocably to have participated in the relevant issuance of such Letter of Credit and shall be responsible to pay promptly to the Issuer within one Business Day following receipt thereof such Lender's Percentage of any unreimbursed drawings under a notice pursuant to this Section for Reimbursement Obligations Letter of Credit which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving Loan or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer thereof for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.2.3, with respect to each Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 4.4 in respect of Letters of Credit (other than issued or amended while such Lender remains a party to this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment of any Letter of Credit or the issuance fees payable occurrence and continuation of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that the Borrower shall fail to reimburse the Issuer thereof as provided in Section 4.5 and Section 4.6 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 2:00 p.m., New York time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuer. In the event that any Lender fails to make available to an Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from any Issuer any amounts made available by such Lender to an Issuer pursuant to this Section in the last sentence event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuer thereof in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall distribute to each Lender which has paid all amounts payable by it under this Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 2.11(b) shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentage Shares. Each Lender shall, to the extent of its Revolving Loan PercentagePercentage Share, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.11(e), or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan PercentagePercentage Share, be entitled to receive from the Agent a ratable portion of the Letter of Credit fees payable Fee received by the Agent pursuant to Section 3.3.3 2.5(c), with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.11(e) and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender’s respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:00 a.m., Central time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender’s participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three (3) Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the interest rate applicable to ABR Loans plus two percent (2%). Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender’s Percentage Share of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit issued by an Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the Issuer) that has a Revolving Credit Commitment shall be deemed to have irrevocably purchasedpurchased from the Issuer, to the extent of its Revolving Loan PercentagePercentage of each such Letter of Credit, and the Issuer shall be deemed to have irrevocably granted and sold to each such Lender a participation interest in each such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto), and each such Revolving Loan Lender shall, to the extent of its Revolving Loan PercentagePercentage of each such Letter of Credit, reimburse the relevant Issuer be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day) the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower Borrowers in accordance with Section 2.6.2 and Section 2.6.3. In addition, each such Revolving Loan Lender shall, to the extent of its Revolving Loan PercentagePercentage of each such Letter of Credit, be entitled to promptly receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any the Issuer for a DisbursementDisbursement as required by this Section 2.6.1 and Section 2.6.2, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower Borrowers or otherwise) in respect of such Disbursement. If . (b) Each Lender’s obligation to reimburse the Issuer and purchase participation interests in Letters of Credit, as contemplated by this Section 2.6.1, Section 2.6.2 and Section 2.6.3, shall be absolute and unconditional and without recourse to the Issuer and shall not be affected by any payment received circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuer, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (iii) the acceleration or maturity of any Loans or the termination of any Commitment after the issuance of a Letter of Credit, (iv) any breach of this Agreement or any other Loan Document by the Administrative Agent for the account of an Issuer pursuant hereto is required any Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementforegoing.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued and each Acceptance created pursuant to Section 4.1 and Section 4.2 shall, effective upon its issuance or creation, as the case may be, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued and/or created on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Fronting Bank thereof) according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and the creation of such Acceptance and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section applicable Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrower Borrowers in accordance with Section 2.6.3. In addition4.5, such Revolving or which have been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrowers but must be returned, restored or disgorged by a Fronting Bank for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the applicable Fronting Bank a ratable portion of the all fees and interest with respect to such Letter of Credit and/or such Acceptance (including the letter of credit fees payable received by such Fronting Bank pursuant to Section 3.3.3 3.3.1, with respect to each Letter of Credit (issued by that Fronting Bank, but excluding any fronting fees and other than the issuance fees charges payable to the Issuer applicable Fronting Bank in its capacity as the Fronting Bank). In the event that any Borrower shall fail to reimburse either Fronting Bank, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, in each case as provided in this Agreement and in an amount equal to the Disbursement amount or the face amount of any matured Acceptance, as applicable, or in the event either Fronting Bank must for any reason return or disgorge such reimbursement, such Fronting Bank shall promptly notify each Lender and the Administrative Agent of the unreimbursed amount of such drawing or face amount of such matured Acceptance and of such Lender's respective participation therein. Each Lender shall make available to the applicable Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Fronting Bank specified in such notice not later than 11:00 a.m., New York time, on the Business Day after the date notified by such Fronting Bank. In the event that any Lender fails to make available to either Fronting Bank the amount of such Lender's participation in such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursementor such Acceptance as provided herein, such Lender Fronting Bank shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of recover such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof amount on demand of from such Lender together with interest at the Administrative Agent, plus interest thereon Federal Funds Rate from the date of such demand to the date such amount is returned due through (but excluding) the date such payment is made (together with such other compensatory amounts as may be required to be paid by such Lender, at a rate per annum equal Lender to the applicable Overnight Rate Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time time). Nothing in effectthis Section shall be deemed to prejudice the right of any Lender to recover from either Fronting Bank any amounts made available by such Lender to such Fronting Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final nonappealable judgment that the payment with respect to a Letter of Credit or an Acceptance by such Fronting Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Fronting Bank. The obligations Each Fronting Bank shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued or Acceptance created by such Fronting Bank, such other Lender's Percentage of all payments received by such Fronting Bank from the applicable Borrower in reimbursement of the Lenders face amount of such matured Acceptance or drawings honored by such Fronting Bank under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance Each Letter of Credit Issued pursuant to this Article IV, effective upon its issuance, and each Existing Letter of Credit, and effective as of the Effective Date, shall, without further action, each Revolving Loan Lender be issued (other than the Issueror deemed issued) shall be deemed to have irrevocably purchased, to the extent on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective relevant Percentages. Each Lender shall, to the extent of its Revolving Loan relevant Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving Loan or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan relevant Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.2, with respect to each Letter of Credit Credit. In the event that the Borrower shall fail to reimburse the Issuer, or if for any reason relevant Loans shall not be made to fund any Reimbursement Obligation (other than including without limitation, the issuance fees payable failure to satisfy the conditions in Section 6.2 or an Insolvency Proceeding), all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer under a Letter of Credit issued by it, or in the event the Issuer must for any reason return or disgorge such reimbursement, the Issuer shall promptly notify the Agent and each Lender of the unreimbursed amount of such drawing and of such Lender’s respective participation therein. Each Lender shall make available to the Agent, who shall thereupon make available to the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in immediately available funds at the office of the Issuer specified in such notice not later than 11:00 a.m., New York time, on the Business Day after the date notified by the Issuer. In the event that any Lender fails to so make available the amount of such Lender’s participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three (3) Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and of interest thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. The Issuer shall pay to the Agent, who shall distribute to each other Lender which has paid all amounts payable pursuant to by it under this Section 3.2 4.4(a) with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a DisbursementIssuer, such Lender shall be entitled to receive its ratable portion other Lender’s Percentage of any amounts subsequently all payments received (by the Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into drawings honored by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account under such Letter of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of Credit when such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 2.6.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.6.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.6.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:30 a.m., Central time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuing Bank) in their respective Main Facility Rateable Portions. Each Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Lender shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Issuing Bank for Reimbursement Obligations which have not been reimbursed by the Borrower Celestica in accordance with Section 2.6.3. In addition3.4 or which have been reimbursed by Celestica but must be returned, such Revolving Loan restored or disgorged by the Issuing Bank for any reason and each Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be entitled to receive a ratable portion from the Administrative Agent its Main Facility Rateable Portion of the Letter of Credit fees payable pursuant to Section 3.3.3 LC Fee received by the Administrative Agent with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the Issuer amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such drawing and such Lender's respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Lender fails to make available to the Issuing Bank the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section in the last sentence event that it is determined by a court of competent jurisdiction that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Lender which has paid all amounts payable by it under this Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, Issuing Bank such Lender shall be entitled to receive its ratable portion other Lender's Main Facility Rateable Portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment all payments received by the Administrative Agent for the account Issuing Bank from Celestica in reimbursement of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into drawings honoured by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account Issuing Bank under such Letter of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of Credit when such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. Upon the issuance (or deemed issuance) or increase of each Letter of CreditCredit issued by an Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the such Issuer) that has a Percentage of more than zero in respect of the relevant Revolving Loan Commitments shall be deemed to have irrevocably purchasedpurchased from such Issuer, to the extent of its Percentage in respect of the applicable Revolving Loan Percentage, Commitments and such Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability Liability, as the same may have been amended in amount or duration from time to time, and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage in respect of the applicable Revolving Loan Percentage, reimburse the relevant Issuer Commitments be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day) the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the applicable Borrower in accordance with this Section 2.6.32.8. In addition, such Revolving Loan Lender shall, to the extent of its Percentage in respect of the applicable Revolving Loan PercentageCommitments, be entitled to receive from the Administrative Agent a ratable portion of the Letter of Credit fees Fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any an Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive from the Administrative Agent its ratable portion of any amounts subsequently received (from the applicable Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and (x) shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.34.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and Agreement relating thereto. In addition, such Revolving Loan Each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.4 with respect to each Letter of Credit Credit. In the event that (other than a) the issuance fees payable Borrower shall fail to reimburse the Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer of such under a Letter of Credit pursuant to issued by it, (b) the last sentence Issuer must for any reason return or disgorge such reimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuer shall promptly notify the Administrative Agent of Section 3.3.3) the unreimbursed amount of such drawing and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligationsuch Lender's respective participation therein. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Each Lender shall be entitled make available to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an Issuer pursuant hereto is required amount equal to be returned under any its respective participation in same day or immediately available funds at the office of the circumstances described Issuer specified in Section 10.18 such notice not later than 11:00 a.m. (including pursuant to any settlement entered into New York City, New York time) on the Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuer in its discretion), each Issuer. In the event that any Lender shall pay fails to make available to the Administrative Agent for the account of the Issuer its Percentage thereof the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Administrative Agentcouncil on International Banking or the Clearinghouse Compensation Committee, plus interest thereon from as the date of such demand to the date such amount is returned by such Lendercase may be, at a rate per annum equal to the applicable Overnight Rate as in effect from time to time time) and thereafter at the Alternate Base Rate plus 2.0%. Nothing in effectthis Section shall be deemed to prejudice the right of any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuer. The obligations Issuer shall distribute to the Administrative Agent for the account of each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Lenders Issuer such other Lender's Percentage of all payments received by the Issuer from the Borrower in reimbursement of drawings honored by the Issuer under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Letter of Credit, and without further action, each Five Year Revolving Loan Lender (other than the such Issuer) shall be deemed to have irrevocably purchased, to the extent of its Percentage to make Five Year Revolving Loan PercentageLoans, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Five Year Revolving Loan Lender shall, to the extent of its Percentage to make Five Year Revolving Loan PercentageLoans, reimburse the relevant Issuer be responsible for reimbursing within one Business Day following receipt of a notice pursuant to this Section the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.32.6.3 or which have been required to be returned or disgorged by the Issuer or the Administrative Agent. In addition, such Five Year Revolving Loan Lender shall, to the extent of its Percentage to make Five Year Revolving Loan PercentageLoans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3Fronting Fee) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Five Year Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. (a) Upon the issuance of each U.S. Dollar Letter of CreditCredit or Foreign Currency Letter of Credit issued by the Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the Issuer) that has a Revolving Loan Commitment shall be deemed to have irrevocably purchasedpurchased from the Issuer, to the extent of its Percentage in respect of Revolving Loan PercentageLoans, and the Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such U.S. Dollar Letter of Credit or Foreign Currency Letter of Credit, as the case may be (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto). (b) Upon the issuance of each Foreign Guaranty issued by the Issuer pursuant hereto, and such each Lender (other than the Issuer) that has a Revolving Loan Lender Commitment shall, unless prohibited by law, be deemed to have irrevocably purchased from the Issuer, to the extent of its Percentage in respect of Revolving Loans, and the Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Foreign Guaranty (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto). If any Lender that has a Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed Commitment is prohibited by the Borrower law from participating in accordance with Section 2.6.3. In additionsuch Foreign Guaranty, such Lender shall (i) promptly notify the Administrative Agent in writing that it is prohibited by law from participating in such Foreign Guaranty, and (ii) deem each Disbursement under such Foreign Guaranty, without further action, to be a Revolving Loan Lender shalland, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of that the Letter of Credit fees payable Borrower does not reimburse the Administrative Agent for such Disbursement pursuant to Section 3.3.3 2.6.2, such Lender, on or before 12:00 noon, Chicago time, on the Business Day following the Disbursement Due Date (unless such Disbursement is converted into a Base Rate Loan on the Disbursement Due Date), shall deposit with respect to each Letter of Credit (other than the issuance fees payable Administrative Agent same day funds in an amount equal to the Issuer Dollar Equivalent of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect Lender's Percentage of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned Each Lender's obligation under any of the circumstances described in this Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.2.6.1

Other Lenders' Participation. Upon the issuance (or deemed issuance) of each Letter of CreditCredit issued by an Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the such Issuer) that has a Percentage of more than zero in respect of the relevant Revolving Loan Commitments shall be deemed to have irrevocably purchasedpurchased from such Issuer, to the extent of its Percentage in respect of the applicable Revolving Loan Percentage, Commitments and such Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage in respect of the applicable Revolving Loan Percentage, reimburse the relevant Issuer Commitments be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day) the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the applicable Borrower in accordance with this Section 2.6.32.8. In addition, such Revolving Loan Lender shall, to the extent of its Percentage in respect of the applicable Revolving Loan PercentageCommitments, be entitled to receive from the Administrative Agent a ratable portion of the Letter of Credit fees Fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any an Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive from the Administrative Agent its ratable portion of any amounts subsequently received (from the applicable Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit on or prior to the LC Trigger Date, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer be responsible for reimbursing within one Business Day following receipt of a notice pursuant to this Section the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower Borrowers in accordance with Section 2.6.32.7.3 of receiving notice from the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrowers in accordance with Section 2.7.3 (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower Borrowers or otherwise) in respect of such Disbursement. (b) Upon (i) the issuance of each Letter of Credit after the LC Trigger Date or (ii) the extension or renewal of any Letter of Credit with a Stated Expiry Date that occurs after the LC Trigger Date, and without further action, each Extended Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Extended Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Extended Revolving Loan Lender shall, to the extent of its Extended Revolving Loan Percentage, be responsible for reimbursing within one Business Day the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrowers in accordance with Section 2.7.3 of receiving notice from the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrowers in accordance with Section 2.7.3 (with the terms of this Section surviving the termination of this Agreement). In addition, such Extended Revolving Loan Lender shall, to the extent of its Extended Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Extended Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrowers or otherwise) in respect of such Disbursement. If any payment received by For the Administrative Agent for the account avoidance of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion)doubt, each no Original Revolving Loan Lender shall pay to participate (A) in any Letter of Credit that is issued after the Administrative Agent for LC Trigger Date or (B) if the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date Stated Expiry Date of such demand to Letter of Credit occurs after the date such amount LC Trigger Date, in any Letter of Credit that is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementextended or renewed.

Other Lenders' Participation. Upon the issuance of each Each Revolving Loan Letter of CreditCredit issued pursuant to Section 2.8.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Percentage, be deemed irrevocably to have participated in the issuance of any such Revolving Loan Percentage, Letter of Credit and is hereby deemed to have participated (effective the date hereof) in the issuance of the Bolivian Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.8.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.8.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it (including without limitation, the Bolivian Letter of Credit), or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 11:30 a.m. (U.S. Central time) on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 2.8.4 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Revolving Loan ---------------------------- Letter of CreditCredit issued pursuant to Section 2.8.2 shall, effective upon its ------------- issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Percentage, be deemed irrevocably to have participated in the issuance of any such Revolving Loan Percentage, Letter of Credit and is hereby deemed to have participated to the extent of its Bolivian Letter of Credit Percentage (effective the date hereof) in the issuance of the Bolivian Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.8.5, ------------- or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage or Bolivian Letter of Credit Percentage, as applicable, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with ------------- respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.8.5 ------------- and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it (including without limitation, the Bolivian Letter of Credit), or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein calculated on the basis of its Percentage or its Bolivian Letter of Credit Percentage, as applicable. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation, calculated on the basis of its Percentage or its Bolivian Letter of Credit Percentage, as applicable, in same day or immediately available funds at the office of such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 11:30 a.m. (U.S. Central time) on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of interest payable any ------------- Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 2.8.4 in the event that it is ------------- determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.8.4 ------------- with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursementsuch other Lender's Percentage or Bolivian Letter of Credit Percentage, as applicable, of all payments received by such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received."

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to SECTION 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender be issued on behalf of all Lenders (other than including the Issuer) shall be deemed PRO RATA according to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In additionSECTION 4.5, such Revolving Loan or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 SECTION 2.3(b), with respect to each Letter of Credit Credit. In the event that (other than i) the issuance fees payable Borrower shall fail to reimburse the Issuer, and if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in SECTION 4.5 and in an amount equal to the amount of any drawing honored by the Issuer under a Letter of Credit issued by it, or (ii) the Issuer must for any reason return or disgorge all or any portion of such reimbursement, or (iii) the Borrower shall fail to fully cash collateralize any Letter of Credit after the Commitment Termination Date pursuant to SECTION 4.7 and a payment under or draw upon such Letter of Credit pursuant is made, the Issuer shall promptly notify the Administrative Agent who shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to the last sentence Issuer, whether or not any Default shall have occurred and be continuing, and whether or not any other conditions specified in SECTION 6.2 are satisfied, an amount equal to its respective participation in same day or immediately available funds at the office of Section 3.3.3the Issuer specified in such notice not later than 11:00 A.M., Atlanta time, on the Business Day (under the laws of the jurisdiction of the Issuer) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligationafter the date notified by the Issuer. To In the extent event that any Revolving Loan Lender has reimbursed any fails to make available to the Issuer for a Disbursementthe amount of such Lender's participation in such Letter of Credit as provided herein, such Lender the Issuer shall be entitled to receive its ratable portion of any amounts subsequently received (recover such amount on demand from such Lender together with interest at the Borrower or otherwise) in respect of daily average Federal Funds Rate PLUS, if such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by Lender has not paid the Issuer the amount of its participation in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon full within four (4) Business Days from the date of such demand by the Administrative Agent (and commencing on such fourth Business Day), 1% per annum. The Issuer shall distribute to the date such amount is returned each other Lender which has paid all amounts payable by it under this ARTICLE IV with respect to any Letter of Credit issued by such Issuer, such other Lender, at a rate per annum equal to 's Percentage of all payments received by the applicable Overnight Rate Issuer from time to time the Borrower in effect. The obligations reimbursement of drawings honored by the Lenders Issuer under the immediately preceding sentence shall survive the payment in full Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. (a) Upon the issuance of each Revolving Letter of CreditCredit or an increase in the Stated Amount thereof, and without further action, each Revolving Loan Lender (other than the applicable Revolving Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Revolving Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto)each, a “Revolving Letter of Credit Participation Obligation”) and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer be responsible for reimbursing within one Business Day following receipt of a receiving notice pursuant to this Section from the applicable Revolving Issuer for Revolving Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.32.6.3 (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Revolving Letter of Credit (other than the issuance fees payable to the Revolving Issuer of such Revolving Letter of Credit pursuant to the last sentence two sentences of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Revolving Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Revolving Issuer for a Disbursement, such Revolving Loan Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. (b) Upon the issuance of each Synthetic Letter of Credit or an increase in the Stated Amount thereof, and without further action, each Synthetic Lender shall be deemed to have irrevocably purchased, to the extent of its Synthetic Deposit Percentage, a participation interest in such Synthetic Letter of Credit, including any Contingent Liability or Synthetic Reimbursement Obligation created as a result of any issuance thereof or Disbursement with respect thereto (each, a “Synthetic Letter of Credit Participation Obligation”). If any payment received by the Administrative Agent for the account Each Synthetic Lender’s Synthetic Letter of an Issuer pursuant hereto is required to Credit Participation Obligation shall be returned under any cash collateralized (as provided in Section 2.1.4), in favor of the circumstances described in Section 10.18 (including pursuant to any settlement entered into Synthetic Issuer, by the Issuer in its discretion), each Lender such Synthetic Lender’s Synthetic Deposit. Such Synthetic Lender’s Synthetic Deposit shall pay to the Administrative Agent be available for the account of the Issuer its Percentage thereof on demand of withdrawal by the Administrative Agent, plus interest thereon from in the date amounts contemplated by and otherwise in accordance with clause (c)(i) of such demand Section 2.1.4, to reimburse the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementSynthetic Issuer for Synthetic Reimbursement Obligations.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 2.8.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.8.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.8.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 11:30 a.m. (U.S. Central time) on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 2.8.4 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the IssuerIssuer of such Letter of Credit) shall be deemed to have irrevocably purchased, to the extent of its Percentage to make Revolving Loan PercentageLoans, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, reimburse the relevant Issuer be responsible for reimbursing, within one Business Day following receipt of a notice pursuant to this Section Day, the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.32.6.3 or which have been so reimbursed but are required to be disgorged or returned by such Issuer or the Administrative Agent. In addition, such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 3.3.4 with respect to each Letter of Credit (other than the issuance fees payable to the an Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.33.3.4) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuing Bank) in their respective Main Facility Rateable Portions. Each Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Lender shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Issuing Bank for Reimbursement Obligations which have not been reimbursed by the Borrower Celestica in accordance with Section 2.6.3. In addition3.4 or which have been reimbursed by Celestica but must be returned, such Revolving Loan restored or disgorged by the Issuing Bank for any reason and each Lender shall, to the extent of its Revolving Loan PercentageMain Facility Rateable Portion, be entitled to receive a ratable portion from the Administrative Agent its Main Facility Rateable Portion of the Letter of Credit fees payable pursuant to Section 3.3.3 fee received by the Administrative Agent with respect to each Letter of Credit (other than payable pursuant to Section 3.8(b). In the issuance fees payable event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the Issuer amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such drawing and such Lender's respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Lender fails to make available to the Issuing Bank the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section in the last sentence event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Lender which has paid all amounts payable by it under this Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, Issuing Bank such Lender shall be entitled to receive its ratable portion other Lender's Main Facility Rateable Portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment all payments received by the Administrative Agent for the account Issuing Bank from Celestica in reimbursement of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into drawings honoured by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account Issuing Bank under such Letter of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of Credit when such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. Upon the issuance of each Each Revolving Loan Letter of Credit---------------------------- Credit issued pursuant to Section 2.8.2 shall, effective upon its issuance and ------------- without further action, each Revolving Loan be issued on behalf of all Lenders (including the Issuer thereof) pro rata according to their respective Percentages. Each Lender (other than the Issuer) shall be deemed to have irrevocably purchasedshall, -------- to the extent of its Percentage, be deemed irrevocably to have participated in the issuance of any such Revolving Loan Percentage, a participation interest in such Letter of Credit (including and shall be responsible to reimburse promptly the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.8.5, or which have been reimbursed by the Borrower but must be ------------- returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the ------------- Borrower shall fail to reimburse any Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.8.5 and in an amount equal to the amount of any drawing honored by ------------- such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein calculated on the basis of its Percentage. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation, calculated on the basis of its Percentage, in same day or immediately available funds at the office of such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 11:30 a.m. (U.S. Central time) on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the LIBO Rate Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice ------------- the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 2.8.4 in the event that it ------------- is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of ------------- Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Revolving Loan Letter of CreditCredit issued pursuant to Section 2.8.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Percentage, be deemed irrevocably to have participated in the issuance of any such Revolving Loan Percentage, Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.8.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.8.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein calculated on the basis of its Percentage. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation, calculated on the basis of its Percentage, in same day or immediately available funds at the office of such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 11:30 a.m. (U.S. Central time) on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the LIBO Rate Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 2.8.4 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 will, effective upon its issuance and without further action, each Revolving Loan be issued on behalf of all Lenders (including the Fronting Bank thereof) according to their respective Percentages. Each Lender (other than the Issuer) shall be deemed to have irrevocably purchasedwill, to the extent of its Revolving Loan Percentage, a participation interest be deemed irrevocably to have participated in the issuance of such Letter of Credit (including and will be responsible to reimburse promptly the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving or which have been converted into a Loan on the Disbursement Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrower but must be returned, restored or disgorged by the Fronting Bank for any reason, and each Lender shallwill, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the all fees and interest with respect to such Letter of Credit (including the letter of credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.1, with respect to each Letter of Credit (Credit, but excluding any fronting fees and other than the issuance fees charges payable to the Issuer Fronting Bank in its capacity as Fronting Bank). In the event that the Borrower will fail to reimburse the Fronting Bank, or if for any reason Loans will not be made to fund any Reimbursement Obligation, in each case as provided in this Agreement and in an amount equal to the Disbursement amount or in the event the Fronting Bank must for any reason return or disgorge such reimbursement, the Fronting Bank will promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender will make available to the Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of the Fronting Bank specified in such notice not later than 11:00 a.m., New York time, on the Business Day after the date notified by the Fronting Bank. In the event that any Lender fails to make available to the Fronting Bank the amount of such Lender's participation in such Letter of Credit pursuant to as provided herein, the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall Fronting Bank will be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of recover such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof amount on demand of from such Lender together with interest at the Administrative Agent, plus interest thereon Federal Funds Rate from the date of such demand to the date such amount is returned due through (but excluding) the date such payment is made (together with such other compensatory amounts as may be required to be paid by such Lender, at a rate per annum equal Lender to the applicable Overnight Rate Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time time). Nothing in effectthis Section or Section 4.6 will be deemed to prejudice the right of any Lender to recover from the Fronting Bank any amounts made available by such Lender to the Fronting Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Fronting Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Fronting Bank. The obligations Fronting Bank will distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Fronting Bank, such other Lender's Percentage of all payments received by the Fronting Bank from the Borrower in reimbursement of the Lenders drawings honored by the Fronting Bank under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 5.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled deemed irrevocably to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than have participated in the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall promptly pay to the Administrative Agent for the account of the Issuer thereof an amount equal to such Lender’s Percentage of the amount of any drawings which have not been reimbursed by TCIL or TALICC, as applicable, in accordance with Section 5.5, or which have been reimbursed by TCIL or TALICC, as applicable, but must be returned or disgorged by such Issuer for any reason, and each Lender (unless such Lender is then a Defaulting Lender) shall, to the extent of its Percentage thereof on demand Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter of Credit Fees received by the Administrative Agent pursuant to Section 4.4, with respect to each Letter of Credit. In the event that TCIL or TALICC, as applicable, shall fail to reimburse any Issuer (through the Administrative Agent), or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 5.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, the Administrative Agent shall promptly notify such Issuer and each Lender of the unreimbursed amount of such drawing and of such Lender’s respective participation therein. Each Lender shall make available to the Administrative Agent, plus interest thereon from for the account of such Issuer, whether or not any Event of Default or Unmatured Event of Default shall exist, an amount equal to such Lender’s respective participation in same day or immediately available funds at the office of the Administrative Agent not later than 10:00 a.m. on the Business Day after the date of such demand to the date such amount is returned notified by such Lender, at a rate per annum equal Issuer. The Administrative Agent will promptly make available to the applicable Overnight Issuer any amounts received by it pursuant to the preceding sentence. In the event that any Lender fails to make available to the Administrative Agent the amount of such Lender’s participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts determined by the Administrative Agent in accordance with banking industry rules on interbank compensation) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from time any Issuer any amounts made available by such Lender to time such Issuer pursuant to this Section in effectthe event that it is determined by a court of competent jurisdiction that the applicable payment with respect to a Letter of Credit by such Issuer constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall pay to the Administrative Agent, for the account of each Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by such Issuer, such Lender’s Percentage of all payments received by such Issuer from TCIL or TALICC, as applicable, in reimbursement of drawings honored by such Issuer under such Letter of Credit when such payments are received. The obligations Administrative Agent will promptly make available to the applicable Lenders any amounts received by it from an Issuer pursuant to the preceding sentence. Each Lender’s obligation to participate in Letters of Credit shall (a) continue notwithstanding termination of the Lenders under Commitments until all Liabilities with respect to Letter of Credit Outstandings have been fully and finally paid and (b) be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Issuer, TCIL, TALICC or any other Person for any reason whatsoever; (ii) (x) with respect to TCIL, the immediately preceding sentence shall survive occurrence or continuance of a TCIL Event of Default or an Unmatured TCIL Event of Default and (y) with respect to TALICC, the payment in full occurrence or continuance of a TALICC Event of Default or an Unmatured TALICC Event of Default or (iii) any other occurrence, event or condition, whether or not similar to any of the Obligations and foregoing; provided that each Lender’s obligation to make Alternate Base Rate Loans pursuant to Section 5.5 is subject to the termination conditions set forth in Section 11.2 (other than delivery by a Borrower of this Agreementa Loan Request).

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued ---------------------------- pursuant to Section 2.7.2 shall, effective upon its issuance and without further ------------- action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro --- rata according to their respective Percentages. Each Lender shall, to the extent ---- of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.7.5, or which have been reimbursed by the ------------- Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.4, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event ------------- that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.7.5 and in an amount equal to the amount of any drawing honored by ------------- such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:30 a.m. (Chicago, Illinois time) on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to SECTION 2.6.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) PRO RATA according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In additionSECTION 2.6.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Canadian Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Canadian Administrative Agent pursuant to Section 3.3.3 SECTION 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in SECTION 2.6.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:30 a.m., Toronto, Ontario time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Canadian Administrative Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Canadian Prime Rate PLUS 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Letter of CreditCredit pursuant hereto, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan PercentageLetter of Credit Commitment, a participation interest in each such Letter of Credit (including the Contingent Liability and any Letter of Credit Reimbursement Obligation with respect thereto), and such each Revolving Lender shall, to the extent of its then existing Revolving Loan Commitment, be responsible for funding promptly (and in any event within one (1) Business Day) to the Issuer the amount of any Letter of Credit Reimbursement Obligation which has not otherwise been reimbursed by the Borrower in accordance with Section 2.4.3. In addition, each Revolving Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan PercentageCommitment, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Letter of Credit Reimbursement Obligation. To the extent that any a Revolving Loan Lender has reimbursed any the Issuer for a DisbursementLetter of Credit Disbursement as required by this Section 2.4.1, such Revolving Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Letter of Credit Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of each Revolving Lender under this Section 2.4.1 are obligatory on the Lenders under part of each Revolving Lender, such obligations of each Revolving Lender shall be performed whether or not a Default exists hereunder and whether or not the immediately preceding sentence conditions set forth in Article V have been satisfied, shall survive be absolute, unconditional, and irrevocable, and shall be performed by each Revolving Lender strictly in accordance with the payment in full of the Obligations terms and the termination provisions of this Agreement, under any and all circumstances and irrespective of any set-off, counterclaim, or defense to payment which the Revolving Lenders, individually or collectively, may have or have had against the Issuer. Notwithstanding anything to the contrary in this Section 2.4.1, so long as any Letter of Credit is outstanding, each of the Revolving Lenders shall have the absolute obligation to make a Revolving Loan on behalf of the Borrower for the benefit of the Issuer in accordance with Section 2.4.2.

Other Lenders' Participation. Upon the issuance of each Letter of CreditCredit issued by an Issuer pursuant hereto and each increase in the Stated Amount of an existing Letter of Credit issued pursuant hereto, and without further action, each Revolving Loan Lender (other than the such Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan RL Percentage, a participation interest in such Letter of Credit and any such increase (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and each Credit-Linked Revolving Loan Lender shall be obligated to pay for such purchase at the time of such issuance or increase by depositing cash (irrespective of any setoff, counterclaim or defense to payment) in an amount equal to its RL Percentage of the Stated Amount of such Letter of Credit or the increase of the Stated Amount of such existing Letter of Credit, as the case may be, into the Credit-Linked Deposit Account. Each Revolving Loan Lender shall, to the extent of its Revolving Loan RL Percentage, reimburse the relevant Issuer be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day), whether or not any Default shall have occurred and be continuing, the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.32.6.3 or which have been so reimbursed but which is subsequently required to be disgorged or refunded to the Borrower for any reason, provided that, in the case of a Credit-Linked Revolving Loan Lender that has complied with its obligations under the immediately preceding sentence with respect to the Letter of Credit from which such Reimbursement Obligations have arisen, the Administrative Agent shall reimburse the Issuer for the amount of such Credit-Linked Revolving Loan Lender's obligation from such Credit-Linked Revolving Loan Lender's Credit-Linked Deposit on deposit in the Credit-Linked Deposit Account. In addition, such each Revolving Loan Lender shall, to the extent of its Revolving Loan RL Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the an Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a DisbursementDisbursement (including pursuant to a withdrawal from such Revolving Loan Lender's Credit-Linked Deposit), such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. Upon the issuance of each ---------------------------- Letter of CreditCredit issued by the Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse be responsible for reimbursing promptly (and in any event within three Business Days following the relevant Disbursement Date) the Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations arising under the Letter of Credit issued by the Issuer which have not been reimbursed by the Borrower Borrowers in accordance with Section 2.6.3. ------------- In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive (i) a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 3.3.2 with respect to each Letter of Credit (other than ------------- the issuance fees payable to the Issuer of with respect to such Letter of Credit pursuant to the last sentence of Section 3.3.33.3.2) and (ii) from the date that ------------- such Lender has reimbursed the Issuer in accordance with the first sentence of this Section, (A) the interest payable pursuant to Section 3.2 2.6.2 and, if ------------- applicable, (B) the interest payable pursuant to Section 3.2.2 with respect ------------- to any Reimbursement ObligationObligation not paid when due. To the extent that any Revolving Loan Lender has reimbursed any the Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the a Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. Upon the issuance of each ---------------------------- Letter of CreditCredit issued by an Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the such Issuer) shall be deemed to have irrevocably purchased, to the extent of its Percentage to make Revolving Loan PercentageLoans, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, reimburse the relevant Issuer be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day), whether or not any Default shall have occurred and be continuing, the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. ------------- In addition, such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of ------------- Credit (other than the issuance fees payable to the an Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable ------------- pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the ----------- extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit pursuant hereto, and without further action, each Revolving Loan Lender (other than the each L/C Issuer) shall be deemed to have irrevocably purchasedand unconditionally purchased (without recourse, representation or warranty), to the extent of its Revolving Loan Percentage, a participation interest in each such Letter of Credit (Credit, including the Contingent Liability and any all Reimbursement Obligation Obligations with respect thereto), . (b) If either (i) any L/C Issuer makes any payment or disbursement under any Letter of Credit and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower has not, in accordance with Section 2.6.32.7.3, reimbursed in full the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrower is returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of such payment or disbursement; provided that no such payment by the Lenders shall diminish the Obligations of the Borrower under Section 2.7.3 to repay such disbursements and payments in full. In additionEach Lender agrees to make its required reimbursement payment not later than 4:00 p.m. (New York City time) on the Business Day that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Lender receives such Revolving Loan Lender shallnotice after 1:00 p.m. (New York City time) on any Business Day, prior to 1:00 p.m. (New York City time) on the next following Business Day), together with interest thereon from the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the extent greater of (x) the Federal Funds Rate or (y) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three Business Days following such Lender’s receipt of such notice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans. Any Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Lender of its Revolving Loan Percentageobligation hereunder to make available such other Lender’s Percentage of such payment, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender’s Percentage of any such payment or disbursement. (c) Each Lender (i) that has complied with its obligations under this Section shall be entitled to receive a ratable portion its Pro Rata share of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each relevant Letter of Credit and (other than the issuance fees payable to the Issuer of ii) if such Letter of Credit pursuant to the last sentence of Section 3.3.3Lender has funded a reimbursement payment as provided in clause (b) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursementparticular Letter of Credit, such Lender shall be entitled to receive its ratable portion Pro Rata share of any amounts subsequently received (from all reimbursement payments paid by the Borrower or otherwise) in with respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementthereto.

Other Lenders' Participation. Upon the issuance of each (a) Each Letter of CreditCredit Issued pursuant to this Article IV ---------- and each Existing Letter of Credit shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective relevant Percentages. Each Lender shall, to the extent of its Revolving Loan relevant Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving Loan or which ----------- have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan relevant Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.2, with respect to each Letter of Credit Credit. ------------- In the event that the Borrower shall fail to reimburse the Issuer, or if for any reason relevant Loans shall not be made to fund any Reimbursement Obligation (other than including without limitation, the issuance fees payable failure to satisfy the conditions in Section 6.2 or an Insolvency Proceeding), all as provided in Section 4.5 and in an amount equal to the amount of any ----------- drawing honored by the Issuer under a Letter of Credit issued by it, or in the event the Issuer must for any reason return or disgorge such reimbursement, the Issuer shall promptly notify the Agent and each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to the Agent, who shall thereupon make available to the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in immediately available funds at the office of the Issuer specified in such notice not later than 8:00 a.m., San Francisco time, on the Business Day after the date notified by the Issuer. In the event that any Lender fails to so make available the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three (3) Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and of interest thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. The Issuer shall pay to the Agent, who shall distribute to each other Lender which has paid all amounts payable pursuant to by it under this Section 3.2 with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a DisbursementIssuer, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by the Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received drawings honored by the Administrative Agent Issuer under such Letter of Credit when such payments are received. (b) Each Lender's obligation in accordance with this Agreement to fund its participation in Letters of Credit issued by the Issuer, shall, in each case, be absolute and unconditional and without recourse to the Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuer, the Borrower or any other Person for any reason whatsoever; (ii) the account occurrence or continuance of a Default, an Issuer pursuant hereto is required Event of Default or an event or circumstance which could have a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementforegoing.

Other Lenders' Participation. Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse be responsible for reimbursing the relevant applicable Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.32.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement ObligationObligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If Upon any payment received by change in the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including Revolving Loan Commitments pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders an assignment under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Revolving Letter of CreditCredit or an increase in the Stated Amount thereof, and without further action, each Revolving Loan Lender (other than the applicable Revolving Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Revolving Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto)each, a "Revolving Letter of Credit Participation Obligation") and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer be responsible for reimbursing within one Business Day following receipt of a receiving notice pursuant to this Section from the applicable Revolving Issuer for Revolving Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.32.6.3 (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Revolving Letter of Credit (other than the issuance fees payable to the Revolving Issuer of such Revolving Letter of Credit pursuant to the last sentence two sentences of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Revolving Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Revolving Issuer for a Disbursement, such Revolving Loan Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. (b) Upon the issuance of each Synthetic Letter of Credit or an increase in the Stated Amount thereof, and without further action, each Synthetic Lender shall be deemed to have irrevocably purchased, to the extent of its Synthetic Deposit Percentage, a participation interest in such Synthetic Letter of Credit, including any Contingent Liability or Synthetic Reimbursement Obligation created as a result of any issuance thereof or Disbursement with respect thereto (each, a "Synthetic Letter of Credit Participation Obligation"). If any payment received by the Administrative Agent for the account Each Synthetic Lender's Synthetic Letter of an Issuer pursuant hereto is required to Credit Participation Obligation shall be returned under any cash collateralized (as provided in Section 2.1.4), in favor of the circumstances described in Section 10.18 (including pursuant to any settlement entered into Synthetic Issuer, by the Issuer in its discretion), each Lender such Synthetic Lender's Synthetic Deposit. Such Synthetic Lender's Synthetic Deposit shall pay to the Administrative Agent be available for the account of the Issuer its Percentage thereof on demand of withdrawal by the Administrative Agent, plus interest thereon from in the date amounts contemplated by and otherwise in accordance with clause (c)(i) of such demand Section 2.1.4, to reimburse the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementSynthetic Issuer for Synthetic Reimbursement Obligations.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender be issued on behalf of all RL Lenders (other than including the Issuer) shall be deemed to have irrevocably purchased, Issuer thereof to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan that it is an RL Lender) pro rata according to their respective RL Percentages. Each RL Lender shall, to the extent of its Revolving Loan RL Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit (and any security therefor or guaranty pertaining thereto) and (x) shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.34.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and Agreement relating thereto. In addition, such Revolving Loan Each RL Lender shall, to the extent of its Revolving Loan RL Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 with respect to each Letter of Credit Credit. In the event that (other than a) the issuance fees payable Borrower shall fail to reimburse the Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer of such under a Letter of Credit pursuant to issued by it, (b) the last sentence Issuer must for any reason return or disgorge such reimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuer shall promptly notify the Administrative Agent of Section 3.3.3) the unreimbursed amount of such drawing and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligationsuch RL Lender’s respective participation therein. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Each RL Lender shall be entitled make available to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an Issuer pursuant hereto is required amount equal to be returned under any its respective participation in same day or immediately available funds at the office of the circumstances described Issuer specified in Section 10.18 such notice not later than 11:00 a.m. (including pursuant to any settlement entered into New York City, New York time) on the Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuer in its discretion), each Issuer. In the event that any RL Lender shall pay fails to make available to the Administrative Agent for the account of the Issuer its Percentage thereof the amount of such RL Lender’s participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such RL Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such RL Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Administrative AgentCouncil on International Banking or the Clearinghouse Compensation Committee, plus interest thereon from as the date of such demand to the date such amount is returned by such Lendercase may be, at a rate per annum equal to the applicable Overnight Rate as in effect from time to time time) and thereafter at the rate of interest applicable to Revolving Loans maintained as ABR Loans. Nothing in effectthis Section shall be deemed to prejudice the right of any RL Lender to recover from the Issuer any amounts made available by such RL Lender to the Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final and non-appealable decision that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuer. The obligations Issuer shall distribute to the Administrative Agent for the account of each other RL Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Lenders Issuer such other RL Lender’s RL Percentage of all payments received by the Issuer from the Borrower in reimbursement of drawings honored by the Issuer under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each ERROR! BOOKMARK NOT DEFINED. Each Letter of CreditCredit issued pursuant to SECTION 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) PRO RATA according to their respective Working Capital Percentages. Each Lender shall, to the extent of its Revolving Loan Working Capital Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In additionSECTION 4.5, such Revolving Loan or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Working Capital Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 SECTION 3.3.2, with respect to each Letter of Credit. In the event that the Borrower shall fail to reimburse the Issuer, or if for any reason Working Capital Loans shall not be made to fund any Reimbursement Obligation, all as provided in SECTION 4.5 and in an amount equal to the amount of any drawing honored by the Issuer under a Letter of Credit (other issued by it, or in the event the Issuer must for any reason return or disgorge such reimbursement, the Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in immediately available funds at the office of the Issuer specified in such notice not later than 8:00 a.m., San Francisco time, on the issuance fees payable Business Day after the date notified by the Issuer. In the event that any Lender fails to make available to the Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuer. The Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To Letter of Credit issued by the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by the Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into drawings honored by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account under such Letter of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of Credit when such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementpayments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Fronting Bank thereof) according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date pursuant to the terms of this Agreement or reimbursed by the Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving or which have been converted into a Loan on the Disbursement Date pursuant to the terms of this Agreement or reimbursed by the Borrower but must be returned, restored or disgorged by the Fronting Bank for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.1, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse the Fronting Bank, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, in each case as provided in this Agreement and in an amount equal to the Issuer Disbursement amount, or in the event the Fronting Bank must for any reason return or disgorge such reimbursement, the Fronting Bank shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to the Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of the Fronting Bank specified in such notice not later than 11:00 a.m., New York City time, on the Business Day after the date notified by the Fronting Bank. In the event that any Lender fails to make available to the Fronting Bank the amount of such Lender's participation in such Letter of Credit pursuant to as provided herein, the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender Fronting Bank shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of recover such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof amount on demand of from such Lender together with interest at the Administrative Agent, plus interest thereon Federal Funds Rate from the date of such demand to the date such amount is returned due through (but excluding) the date such payment is made (together with such other compensatory amounts as may be required to be paid by such Lender, at a rate per annum equal Lender to the applicable Overnight Rate Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time time). Nothing in effectthis Section shall be deemed to prejudice the right of any Lender to recover from the Fronting Bank any amounts made available by such Lender to the Fronting Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Fronting Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Fronting Bank. The obligations Fronting Bank shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Lenders Fronting Bank such other Lender's Percentage of all payments received by the Fronting Bank from the Borrower in reimbursement of drawings honored by the Fronting Bank under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and (x) shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the applicable Borrower in accordance with Section 2.6.34.5, or which have been reimbursed by such Borrower but must be returned, restored or disgorged by the Issuer for any reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and Agreement relating thereto. In addition, such Revolving Loan Each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.4 with respect to each Letter of Credit Credit. In the event that (other than a) the issuance fees payable applicable Borrower or Borrowers shall fail to reimburse the Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer of such under a Letter of Credit pursuant to issued by it, (b) the last sentence Issuer must for any reason return or disgorge such reimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuer shall promptly notify the Administrative Agent of Section 3.3.3) the unreimbursed amount of such drawing and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligationsuch Lender's respective participation therein. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Each Lender shall be entitled make available to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an Issuer pursuant hereto is required amount equal to be returned under any its respective participation in same day or immediately available funds at the office of the circumstances described Issuer specified in Section 10.18 such notice not later than 11:00 a.m. (including pursuant to any settlement entered into New York City, New York time) on the Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuer in its discretion), each Issuer. In the event that any Lender shall pay fails to make available to the Administrative Agent for the account of the Issuer its Percentage thereof the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Administrative AgentCouncil on International Banking or the Clearinghouse Compensation Committee, plus interest thereon from as the date of such demand to the date such amount is returned by such Lendercase may be, at a rate per annum equal to the applicable Overnight Rate as in effect from time to time time) and thereafter at the Alternate Base Rate plus 200 basis points. Nothing in effectthis Section shall be deemed to prejudice the right of any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuer. The obligations Issuer shall distribute to the Administrative Agent for the account of each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Lenders Issuer such other Lender's Percentage of all payments received by the Issuer from any Borrower in reimbursement of drawings honored by the Issuer under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to SECTION 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) PRO RATA according to their respective Working Capital Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall 50 be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In additionSECTION 4.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Working Capital Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 SECTION 3.3.2, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Working Capital Loans shall not be made to fund any Reimbursement Obligation, all as provided in SECTION 4.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in immediately available funds at the office of such Issuer specified in such notice not later than 10:00 a.m., Chicago time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and (x) shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.34.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and Agreement relating thereto. In addition, such Revolving Loan Each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.4 with respect to each Letter of Credit Credit. In the event that (other than a) the issuance fees payable Borrower shall fail to reimburse the Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer of such under a Letter of Credit pursuant to issued by it, (b) the last sentence Issuer must for any reason return or disgorge such reimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuer shall promptly notify the Administrative Agent of Section 3.3.3) the unreimbursed amount of such drawing and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligationsuch Lender's respective participation therein. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Each Lender shall be entitled make available to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an Issuer pursuant hereto is required amount equal to be returned under any its respective participation in same day or immediately available funds at the office of the circumstances described Issuer specified in Section 10.18 such notice not later than 11:00 a.m. (including pursuant to any settlement entered into New York City, New York time) on the Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuer in its discretion), each Issuer. In the event that any Lender shall pay fails to make available to the Administrative Agent for the account of the Issuer its Percentage thereof the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Administrative Agentcouncil on International Banking or the Clearinghouse Compensation Committee, plus interest thereon from as the date of such demand to the date such amount is returned by such Lendercase may be, at a rate per annum equal to the applicable Overnight Rate as in effect from time to time time) and thereafter at the Alternate Base Rate plus 2.0%. Nothing in effectthis Section shall -57- 64 be deemed to prejudice the right of any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuer. The obligations Issuer shall distribute to the Administrative Agent for the account of each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Lenders Issuer such other Lender's Percentage of all payments received by the Issuer from the Borrower in reimbursement of drawings honored by the Issuer under the immediately preceding sentence shall survive the payment in full such Letter of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 2.11(b) shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentage Shares. Each Lender shall, to the extent of its Revolving Loan PercentagePercentage Share, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.11(e), or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan PercentagePercentage Share, be entitled to receive from the Agent a ratable portion of the Letter of Credit fees payable Fee received by the Agent pursuant to Section 3.3.3 2.5(c), with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.11(e) and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:00 a.m., Central time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three (3) Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the interest rate applicable to ABR Loans plus two percent (2%). Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage Share of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 2.6.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.6.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Canadian Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Canadian Administrative Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.6.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:30 a.m., Toronto, Ontario time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Canadian Administrative Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Canadian Prime Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of With respect to each Letter of CreditCredit issued or outstanding pursuant hereto, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan PercentageLetter of Credit Commitment, a participation interest in such Letter of Credit (including the Contingent Liability and any Letter of Credit Reimbursement Obligation with respect thereto), and such each Revolving Lender (other than the Issuer) shall, to the extent of its then existing Revolving Loan Commitment, be responsible for funding promptly (and in any event within one (1) Business Day) to the Issuer such Lender’s Percentage of any Letter of Credit Reimbursement Obligation which has not otherwise been reimbursed by the Borrowers in accordance with Section 2.6.3. In addition, each Revolving Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan PercentageCommitment, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 3.3.5 with respect to each Letter of Credit (other than but not the issuance fees Fronting Fee payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.33.3.6) and of interest payable pursuant to Section 3.2 with respect to any Letter of Credit Reimbursement Obligation. To the extent that any a Revolving Loan Lender has reimbursed any Issuer for a DisbursementLetter of Credit Disbursement as required by this Section 2.6.1, such Revolving Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower Borrowers or otherwise) in respect of such Letter of Credit Disbursement. If any payment received The obligations of each Revolving Lender under this Section 2.6.1 are obligatory on the part of each Revolving Lender, 16 Amended by the Administrative Agent for Fourth Amendment to DIP Credit Agreement. such obligations of each Revolving Lender shall be performed whether or not a Default exists hereunder and whether or not the account conditions set forth in Article VI of an Issuer pursuant hereto is required to this Agreement have been satisfied, shall be returned absolute, unconditional, and irrevocable, and shall be performed by each Revolving Lender strictly in accordance with the terms and provisions of this Agreement, under any and all circumstances and irrespective of any set-off, counterclaim, or defense to payment which the circumstances described in Section 10.18 (including pursuant to any settlement entered into by Revolving Lenders, individually or collectively, may have or have had against the Issuer in its discretion)Issuer, each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of other Lenders or the Administrative Agent, plus interest thereon from the date of such demand shall not be subject to the date such amount is returned by such Lender, at a rate per annum equal to requirement that the applicable Overnight Rate from time to time in effect. The Borrowers reimburse the Issuer for any sight drafts presented under any Letter of Credit and shall be independent of all of the obligations of the Borrowers, the Lenders under and/or the immediately preceding sentence shall survive Administrative Agent. Notwithstanding anything to the payment contrary in full this Section 2.6.1, so long as any Letter of Credit is outstanding and supports an obligation, each of the Obligations Revolving Lenders shall have the absolute obligation, including in the event that the beneficiary of a Letter of Credit draws on such Letter of Credit (pursuant to a right set forth in such Letter of Credit or otherwise) after a Commitment Termination Event with respect to the Revolving Loans occurs, to make a Revolving Loan to the Borrowers in accordance with Section 2.6.2 and disburse the termination of this Agreementproceeds thereof directly to the Issuer.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to SECTION 2.7.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) PRO RATA according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In additionSECTION 2.7.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 SECTION 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in SECTION 2.7.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:30 a.m., Central time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate LESS the Base Rate Margin PLUS 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender's Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, reimburse be deemed irrevocably to have participated in the relevant issuance of such Letter of Credit and shall be responsible to pay promptly to the Issuer within one Business Day following receipt thereof such Lender's Percentage of any unreimbursed drawings under a notice pursuant to this Section for Reimbursement Obligations Letter of Credit which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition4.5, such Revolving Loan or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse the Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 4.5 and in an amount equal to the amount of any drawing honored by the Issuer of such under a Letter of Credit pursuant issued by it, or in the event the Issuer must for any reason return or disgorge such reimbursement, the Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to the last sentence of Section 3.3.3) Issuer, whether or not any Default shall have occurred and of interest payable pursuant be continuing, an amount equal to Section 3.2 with respect to any Reimbursement Obligation. To its respective participation in same day or immediately available funds at the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account office of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of specified in such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.notice not

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 2.7.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.7.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.7.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender’s respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 11:30 a.m., Central time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender’s participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion other Lender’s Percentage of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each (a) Each Letter of CreditCredit issued pursuant to Section 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.34.5 or 4.7, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer for any reason. In addition, such Revolving Loan Each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 Sections 3.1.3 and 3.1.4 with respect to each Letter of Credit Credit. (other b) Not later than 11:00 a.m. (New York City, New York time) on the issuance fees payable to first Business Day following the giving of written notice by the Administrative Agent or the Issuer of such that the Issuer has honored a draw on a Letter of Credit pursuant to or the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to Issuer must for any Reimbursement Obligation. To the extent reason return or disgorge a reimbursement that any Revolving Loan Lender it has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of a draw on a Letter of Credit, the Lenders (including the Issuer) shall fund a portion of such Disbursement. If any payment received by Reimbursement Obligation in an amount equal to such Lender's Percentage of the amount of such draw that the Issuer honored or the amount that the Issuer must return or disgorge, as the case may be to the Administrative Agent for the account of an Issuer pursuant hereto is required to the Issuer, whether or not any Default shall have occurred and be returned under any continuing, in same day or immediately available funds at the office of the circumstances described Issuer specified in Section 10.18 such notice such Business Day. (including pursuant c) In the event that any Lender fails to any settlement entered into by the Issuer in its discretion), each Lender shall pay make available to the Administrative Agent for the account of the Issuer its Percentage thereof the amount of such Lender's participation in such Letter of Credit as provided herein, the Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Administrative AgentCouncil on International Banking or the Clearinghouse Compensation Committee, plus interest thereon from as the date of such demand to the date such amount is returned by such Lendercase may be, at a rate per annum equal to the applicable Overnight Rate as in effect from time to time time) and thereafter at the Alternate Base Rate plus 4.5%. Nothing in effect. The obligations this Section shall be deemed to prejudice the right of any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section in the event that a court of competent jurisdiction holds in a final and non-appealable judgment that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Lenders Issuer. (d) The Issuer shall distribute to the Administrative Agent for the account of each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the immediately preceding sentence shall survive Issuer such other Lender's Percentage of all payments received by the payment Issuer from the Borrower in full reimbursement of drawings honored by the Obligations and the termination Issuer under such Letter of this AgreementCredit when such payments are received.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 5.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) pro rata according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, reimburse the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled deemed irrevocably to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than have participated in the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall promptly pay to the Administrative Agent for the account of the Issuer thereof an amount equal to such Xxxxxx’s Percentage of the amount of any drawings which have not been reimbursed by the Borrowers, in accordance with Section 5.5, or which have been reimbursed by the Borrowers but must be returned or disgorged by such Issuer for any reason, and each Lender (unless such Lender is then a Defaulting Lender) shall, to the extent of its Percentage thereof on demand Percentage, be entitled to receive from the Administrative Agent a ratable portion of the Letter of Credit Fees received by the Administrative Agent pursuant to Section 4.4, with respect to each Letter of Credit. In the event that the Borrowers shall fail to reimburse any Issuer (through the Administrative Agent), or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 5.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, the Administrative Agent shall promptly notify such Issuer and each Lender of the unreimbursed amount of such drawing and of such Xxxxxx’s respective participation therein. Each Lender shall make available to the Administrative Agent, plus interest thereon from for the account of such Issuer, whether or not any Event of Default or Unmatured Event of Default shall exist, an amount equal to such Xxxxxx’s respective participation in same day or immediately available funds at the office of the Administrative Agent not later than 10:00 a.m. (New York City time) on the Business Day after the date of such demand to the date such amount is returned notified by such Lender, at a rate per annum equal Issuer. The Administrative Agent will promptly make available to the applicable Overnight Issuer any amounts received by it pursuant to the preceding sentence. In the event that any Lender fails to make available to the Administrative Agent the amount of such Xxxxxx’s participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three (3) Business Days (together with such other compensatory amounts determined by the Administrative Agent in accordance with banking industry rules on interbank compensation) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from time any Issuer any amounts made available by such Lender to time such Issuer pursuant to this Section in effectthe event that it is determined by a court of competent jurisdiction that the applicable payment with respect to a Letter of Credit by such Issuer constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall pay to the Administrative Agent, for the account of each Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by such Issuer, such Xxxxxx’s Percentage of all payments received by such Issuer from the Borrowers, in reimbursement of drawings honored by such Issuer under such Letter of Credit when such payments are received. The obligations of Administrative Agent will promptly make available to the applicable Lenders under any amounts received by it from an Issuer pursuant to the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementsentence.

Other Lenders' Participation. Upon the issuance of each Each Revolving Loan Letter of CreditCredit issued pursuant to Section 2.8(b) shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof in the case of an Issuer that is also a Lender) pro rata according to their respective Percentage Shares. Each Lender shall, to the extent of its Percentage Share, be deemed irrevocably to have participated in the issuance of any such Revolving Loan Percentage, Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition2.8(e), or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan PercentagePercentage Share, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3(c), with respect to each Revolving Loan Letter of Credit. In the event that the Borrower shall fail to reimburse any Issuer, or if for any reason Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.8(e) and in an amount equal to the amount of any drawing honored by such Issuer under a Revolving Loan Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein calculated on the basis of its Percentage Share. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation, calculated on the basis of its Percentage Share, in same day or immediately available funds at the office of such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (Chicago, Illinois time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (Chicago, Illinois time) of any Business Day not later than 11:30 a.m. (Chicago, Illinois time) on the Business Day immediately succeeding the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Revolving Loan Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest for each day on the unpaid amount thereof at the daily average Federal Funds Rate for each of the first three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8(d) shall be deemed to prejudice the right of any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 2.8(d) in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Revolving Loan Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall distribute to each Lender (other than itself, in the issuance fees case of an Issuer that is also a Lender) which has paid all amounts payable to the Issuer of such Letter of Credit pursuant to the last sentence of by it under this Section 3.3.32.8(d) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Letter of Credit issued by such Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion Lender's Percentage Share of any amounts subsequently all payments received (by such Issuer from the Borrower or otherwise) in respect reimbursement of such Disbursement. If any payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned drawings honored by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations Issuer under such Revolving Loan Letter of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this AgreementCredit when such payments are received.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit issued by the Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the Issuer) that has a Current Assets Loan Commitment shall be deemed to have irrevocably purchasedpurchased from the Issuer, to the extent of its Revolving Current Assets Loan PercentagePercentage in respect of Current Assets Loans, and the Issuer shall be deemed to have irrevocably granted and sold to such Current Assets Lender a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Current Assets Lender shall, to the extent of its Revolving Current Assets Loan Percentage, reimburse the relevant Issuer be responsible for reimbursing promptly (and in any event within one Business Day following receipt of a notice pursuant to this Section Day) the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower Borrowers in accordance with Section 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Current Assets Loan Percentage, be entitled to promptly receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Current Assets Lender has reimbursed any the Issuer for a DisbursementDisbursement as required by this Section 2.6, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower Borrowers or otherwise) in respect of such Disbursement. If . (b) Each Current Asset Lender's obligation to reimburse the Issuer or purchase participation interests in Letters of Credit, as contemplated by this Section 2.6.1 and Section 2.6.3, shall be absolute and unconditional and without recourse to the Issuer and shall not be affected by any payment received circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Current Assets Lender may have against the Issuer, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (iii) the acceleration or maturity of any Loans or the termination of any Commitment after the issuance of a Letter of Credit, (iv) any breach of this Agreement or any other Loan Document by the Administrative Agent for the account of an Issuer pursuant hereto is required any Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreementforegoing.

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued and each Acceptance created pursuant to Section 4.2 shall, effective upon its issuance or creation, as the case may be, and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued and/or created on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Fronting Bank thereof) according to their respective Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and the creation of such Acceptance and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrower Borrowers in accordance with Section 2.6.3. In addition4.5, such Revolving or which have been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrowers but must be returned, restored or disgorged by the Fronting Bank for any reason, and each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the all fees and interest with respect to such Letter of Credit and/or such Acceptance (including the letter of credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.1, with respect to each Letter of Credit (Credit, but excluding any fronting fees and other than the issuance fees charges payable to the Issuer of such Letter of Credit pursuant Fronting Bank qua Fronting Bank). In the event that any Borrower shall fail to reimburse the last sentence of Section 3.3.3) and of interest payable pursuant Fronting Bank, or if for any reason Loans shall not be made to Section 3.2 with respect to fund any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. If any payment received by the Administrative Agent for the account of each case as provided in this Agreement and in an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time Disbursement amount or the face amount of any matured Acceptance, as applicable, or in effect. The obligations the event the Fronting Bank must for any reason return or disgorge such reimbursement, the Fronting Bank shall promptly notify each Lender of the Lenders under unreimbursed amount of such drawing or face amount of such matured Acceptance and of such Lender's respective participation therein. Each Lender shall make available to the Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately preceding sentence shall survive available funds at the payment in full office of the Obligations and Fronting Bank specified in such notice not later than 11:00 a.m., New York City time, on the termination Business Day after the date notified by the Fronting Bank. In the event that any Lender fails to make available to the Fronting Bank the amount of this Agreement.such Lender's participation in such

Other Lenders' Participation. Upon the issuance of each Each Letter of CreditCredit issued pursuant to SECTION 4.2 shall, effective upon its issuance and without further action, each Revolving Loan Lender (other than the Issuer) shall be deemed to have irrevocably purchased, to the extent issued on behalf of its Revolving Loan Percentage, a participation interest in such Letter of Credit all Lenders (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Issuer thereof) PRO RATA according to their respective Working Capital Percentages. Each Lender shall, to the extent of its Revolving Loan Percentage, be deemed irrevocably to have participated in the issuance of such Letter of Credit and shall be responsible to reimburse promptly the relevant Issuer within one Business Day following receipt of a notice pursuant to this Section thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In additionSECTION 4.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by such Revolving Loan Issuer for any reason, and each Lender shall, to the extent of its Revolving Loan Working Capital Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 SECTION 3.3.2, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the Borrower shall fail to reimburse any Issuer, or if for any reason Working Capital Loans shall not be made to fund any Reimbursement Obligation, all as provided in SECTION 4.5 and in an amount equal to the amount of any drawing honored by such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in immediately available funds at the office of such Issuer specified in such notice not later than 10:00 a.m., Chicago time, on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursementas provided herein, such Lender Issuer shall be entitled to receive its ratable portion recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from any Issuer any amounts subsequently received (from made available by such Lender to such Issuer pursuant to this Section in the Borrower or otherwise) event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Disbursement. If any payment received by Lender constituted gross negligence or wilful misconduct on the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in Section 10.18 (including pursuant to any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date part of such demand Issuer. Each Issuer shall distribute to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.each other Lender 41