Common use of Participation in Letters of Credit Clause in Contracts

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due (or the Dollar Equivalent with respect to a Letter of Credit in an Alternate Currency) with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, in the Dollar Equivalent for amounts drawn in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If(i) The L/C Issuer hereby sells to each other Lender, and each other Lender hereby purchases from the L/C Issuer, without recourse to the L/C Issuer (except as to payments to be made by the L/C Issuer to such Lender under Section 2.4(c)) an undivided interest in each Letter of Credit and in the fees payable pursuant to Section 2.4(c)(i) above, in each case, equal to such Lender’s Pro Rata Share thereof. (ii) Upon any drawing under a Letter of Credit, for any reasonthe payment of which Borrower has not otherwise made funds available, Agent shall notify each of the Administrative Agent (Lenders of the date of payment of the drawing and the Issuing dollar amount of each Lender’s Pro Rata Share therein. Such payment by the L/C Issuer under any Letter of Credit shall constitute Dollar Denominated Revolving Loans by the Lenders subject to the terms and conditions of this Agreement pertaining thereto. (iii) The obligation of each Lender if to remit the Issuing Lender is amount of its Dollar Denominated Revolving Loan to the L/C Issuer pursuant to a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn drawing under a Letter of Credit in accordance with Section 2.4(d)(ii) above shall be unconditional and irrevocable under any and all circumstances (unless the payment of such drawing was the result of the L/C Issuer’s gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction, or such Letter of Credit was issued in violation of Section 2.4(a) hereof), and may not be terminated, suspended or delayed for any reason notwithstanding any other provision of this Agreement, including the occurrence and continuance of an Event of Default or a Default hereunder. If for some reason the Lenders are not permitted under this Agreement to a make Dollar Denominated Revolving Loans to Borrower, each Lender in lieu of making its Dollar Denominated Revolving Loan pursuant will forthwith pay the L/C Issuer for such Lender’s Pro Rate Share in the Letter of Credit by making a payment to the preceding subsectionL/C Issuer equal to such Lender’s Pro Rata Share of such drawing; provided, the Administrative Agent (and the Issuing Lender if the Issuing Lender is that, a Lender other than making a payment to the Administrative Agent) L/C Issuer pursuant hereto shall have the right to request that each Lender fund participate, as a participation participant, in all rights, reimbursements and collections of the amount due with respect to such L/C Issuer on account of the applicable Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in Section 2.2(b)(vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing applicable Fronting Lender if the Issuing such Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing such Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing such Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing such Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing such Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Each Lender if the Issuing Lender is shall participate on a Lender other than the Administrative Agent) shall be unable to or, pro rata basis in the opinion Letters of Credit issued by the Administrative Agent, it which participation shall be impracticable to, convert automatically arise upon the issuance of each Letter of Credit. Each Lender unconditionally agrees that in the event the Borrowers do not reimburse the Agent by the time such reimbursement is due (as set forth in subsection (d) above) for the amount paid by the Agent on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant Credit, then in that event such Lender shall pay to the preceding subsection, Agent that portion of the Administrative amount of each draft so paid by the Agent (which is equal to the same percentage of the amount so paid as the percentage which its A Revolving Commitment bears to the aggregate of the A Revolving Commitments and the Issuing in return such Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a automatically receive an equivalent percentage participation in the amount due with respect rights of the Agent to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire obtain reimbursement from the Issuing Lender, an undivided participation interest in Borrowers for the amount due of such draft, together with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Creditinterest thereon as provided for herein. In consideration and in furtherance of the foregoing, each event that any Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, fails to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that honor its obligation to acquire participations in reimburse the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with Agent for its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amount of any such draft, then in that event (i) each other Lender may, but shall not be obligated to, pay to the Agent its pro rata share of the payment due the Agent from the defaulting Lender (provided that no Lender shall be required to make such payment to the extent that the payment, when taken together with the amount outstanding to such Lender under the A Revolving Commitment, would exceed such Lender's A Revolving Commitment), (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft, and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing any such Lender's making payments to the Agent under clause (i) above for their respective pro rata shares of the defaulting Lender's portion of the draft, together with interest thereon at the rate provided for in subsection (d) above. Upon reimbursement to such Lenders pursuant to clause (iii) above of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, the Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to the Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 9 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditherein.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Core Molding pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.9 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 9 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditherein.

Participation in Letters of Credit. If, for any reason, Each Lender shall participate on a Pro Rata basis in the Administrative Letters of Credit issued by the Agent (and those Letters of Credit described on Exhibit D hereto), which participation shall automatically arise upon the Issuing issuance of each Letter of Credit (or with respect to those Letters of Credit described on Exhibit D hereto, upon the execution of this Agreement) (such participations to count against the Revolving Credit Commitment of each Lender if Pro Rata when the Issuing Letters of Credit are issued, or with respect to those Letters of Credit described on Exhibit D hereto, upon the execution of this Agreement). Each Lender is a Lender other than the Administrative Agent) shall be unable to or, unconditionally agrees that in the opinion of event the Administrative Agent, Agent is not reimbursed by the Borrowers for the amount paid by it shall be impracticable to, convert on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant on the date of such payment, then in that event such Lender shall pay to the preceding subsection, Agent its Pro Rata amount of each draft so paid by the Administrative Agent and in return such Lender shall automatically receive an equivalent percentage participation in all of the rights of the Agent in respect of such draft (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have including the right to request that each Lender fund a participation in obtain reimbursement from the Borrowers for the amount due of such draft, together with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)interest thereon as provided for herein). Upon such notice, but without further action, In the Issuing event that any Lender hereby agrees fails to grant honor its obligation to each Lender, and each Lender hereby agrees to acquire from reimburse the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Issuing Lender, such Lender’s ratable its Pro Rata share of the amount due with respect to of any such Letter of Credit draft on the date that such draft is paid, then in that event (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vii) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each other Lender shall comply with pay to the Agent its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata Pro Rata share of the payment due to the Agent from the defaulting Lender, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft, and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing the Lenders for their respective Pro Rata shares of the defaulting Lenders' portion of the draft, together with interest thereon at the rate provided for in Section 2.5(c) hereof. Upon reimbursement to the other Lenders pursuant to clause (iii) above of the amounts advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing applicable Fronting Lender if the Issuing such Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing such Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing such Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing such Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing such Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.Applicable Commitment

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 8 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditherein.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the applicable Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent and the applicable issuing Lender (if the Issuing Lender is a Lender other than the applicable Agent, ) it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing applicable issuing Lender (if the Issuing Lender is a Lender other than the Administrative applicable Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (email, in each case confirmed by telephone) , or by telephone (confirmed in writing)). Upon such notice, but without further action, the applicable Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the such Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Lxxxxx’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the such Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Lxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. Each Issuing Lender hereby agrees to promptly provide the Administrative Agent with all information requested by the Administrative Agent with respect to a Letter of Credit issued by such Ixxxxxx Xxxxxx.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Each Lender if the Issuing Lender is shall participate on a Lender other than the Administrative Agent) shall be unable to or, PRO RATA basis in the opinion Letters of Credit issued by the Administrative Agent, it which participation shall be impracticable to, convert automatically arise upon the issuance of each Letter of Credit. Each Lender unconditionally agrees that in the event the Borrowers do not reimburse the Agent by the time such reimbursement is due (as set forth in subsection (d) above) for the amount paid by the Agent on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant Credit, then in that event such Lender shall pay to the preceding subsection, Agent that portion of the Administrative amount of each draft so paid by the Agent (which is equal to the same percentage of the amount so paid as the percentage which its Commitment bears to the aggregate of the Commitments and the Issuing in return such Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a automatically receive an equivalent percentage participation in the amount due with respect rights of the Agent to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire obtain reimbursement from the Issuing Lender, an undivided participation interest in Borrowers for the amount due of such draft, together with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Creditinterest thereon as provided for herein. In consideration and in furtherance of the foregoing, each event that any Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, fails to pay honor its obligation to reimburse the Administrative Agent, Agent for the account of the Issuing Lender, such Lender’s ratable its PRO RATA share of the amount due with respect to of any such Letter of Credit draft, then in that event (determined in accordance with such Lender’s Commitment Percentage). Each i) each other Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn may, but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoeverobligated to, including, without limitation, pay to the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with Agent its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata PRO RATA share of the payment due the Agent from the defaulting Lender, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft, and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing any such Lenders making payments to the Agent under clause (i) above for their respective PRO RATA shares of the defaulting Lender's portion of the draft, together with interest thereon at the rate provided for in subsection (d) above. Upon reimbursement to such other Lenders pursuant to clause (iii) above of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent."

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender Xxxxxx hereby agrees to grant to each LenderRevolving Xxxxxx, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.4 hereof with respect to Revolving Loans. Each Lender is hereby authorized In addition, each Revolving Xxxxxx agrees to record on its records such Lender’s pro rata share of risk participate in the amounts paid and not reimbursed on the Existing Letters of CreditCredit as provided in subsection (viii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Lender Fronting Bank if the Issuing Lender is Fronting Bank shall be a Lender Bank other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Lender Fronting Bank if the Issuing Lender is Fronting Bank shall be a Lender Bank other than the Administrative Agent) shall have the right to request that each Lender fund the Banks purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender Bank thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Lender Fronting Bank hereby agrees to grant to each Lenderthe Banks, and each Lender Bank hereby agrees to acquire from the Issuing LenderFronting Bank, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to each such LenderBank’s Applicable Commitment Percentage of the aggregate principal amount of the amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender the Banks hereby absolutely and unconditionally agreesagree, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing LenderFronting Bank, such LenderBank’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such LenderBank’s Applicable Commitment Percentage). Each Lender acknowledges The Banks acknowledge and agrees agree that its their obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the each such Bank’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender The Banks shall comply with its their obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof 2.9 with respect to Revolving Loans. Each Lender Bank is hereby authorized to record on its records such LenderBank’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, (a) Simultaneously with the issuance by the Administrative Agent (of any Letter of Credit, each Lender shall be deemed to have irrevocably and the Issuing Lender if the Issuing Lender is a Lender other than unconditionally purchased and received from the Administrative AgentAgent without recourse or warranty, an undivided interest and participation in such Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and any security therefor or Guaranty thereto, equal to such Lender's Pro Rata Share of such Letter of Credit. (b) Each Lender hereby agrees that it shall be unable pay to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a prior to 1:00 P.M. (Eastern Time) on the date of each Letter of Credit to drawing such Lender's Pro Rata Share of such Letter of Credit drawing; PROVIDED, that if the Borrower should pay in full or in part any Letter of Credit drawing on the date thereof with the proceeds of a Revolving Loan pursuant Loan, the obligation of each Lender to the preceding subsection, pay to the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right pursuant to request that each Lender fund a participation in the amount due this Section with respect to such Letter of Credit, and the Administrative Agent drawing shall promptly notify each Lender thereof (be reduced by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage 's Pro Rata Share of such payment by the Borrower that is received by the Administrative Agent. Amounts paid in excess of the principal net amount due with respect so owed shall promptly be refunded by the Administrative Agent to such Letter Lender. (c) The obligation of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentAgent its Pro Rata Share of each Letter of Credit drawing, for the account of the Issuing Lender, such Lender’s ratable share or of the amount due with respect thereof not repaid by the Borrower as described above, shall be irrevocable, unconditional, shall not be subject to such Letter of Credit (determined any qualification or exception whatsoever and shall be binding in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges the terms and agrees that its obligation to acquire participations in the amount due conditions of this Agreement under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoeverall circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against the other, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transactions; (iii) any draft or any other document presented under this Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, provided the documents presented in connection with a drawing manifestly comply with the terms of the Letter of Credit; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence and or continuance of any Default (d) If any Lender shall fail to pay the amount of its participation in a Default or Event Letter of DefaultCredit drawing on the date such amount is due in accordance with subparagraph (b) above, the Administrative Agent shall be deemed to have advanced finds on behalf of such Lender. Each such advance shall be secured by such Lender's participation interest, and that the Administrative Agent shall be subrogated to such Lender's rights hereunder in respect thereof. Such advance may be repaid by application by the Administrative Agent of any payment which such Lender is otherwise entitled to receive under this Agreement. Any amount not paid by such Lender to the Administrative Agent hereunder shall bear interest for each day from the day such payment was due until such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not paid in full at a rate per annum equal to the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation highest rate then payable by the Borrower under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of CreditAgreement.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) subsection shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) subsection by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.7 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) , or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage (with respect to the Revolving Credit Commitment) of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment PercentagePercentage (with respect to the Revolving Credit Commitment)). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency) in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the applicable Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent and the applicable issuing Lender (if the Issuing Lender is a Lender other than the applicable Agent, ) it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing applicable issuing Lender (if the Issuing Lender is a Lender other than the Administrative applicable Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (email, in each case confirmed by telephone) , or by telephone (confirmed in writing)). Upon such notice, but without further action, the applicable Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the such Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the such Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. Each Issuing Lender hereby agrees to promptly provide the Administrative Agent with all information requested by the Administrative Agent with respect to a Letter of Credit issued by such Xxxxxxx Xxxxxx.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, funds in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a US Revolving Loan pursuant to the preceding subsectionsubsection (v), the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each US Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each US Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each US Lender, and each US Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such US Lender’s 's Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each US Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such US Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such US Lender’s 's Applicable Commitment Percentage). Each US Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the US Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such US Lender's US Revolving Credit Commitment shall have been reduced or terminated. Each US Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to US Revolving Loans. Each US Lender is hereby authorized to record on its records such US Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each US Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s 's Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share 's Ratable Share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s 's Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (f) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever whatsoever, and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (f) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.9 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share 's Pro Rata Share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a USB Revolving Loan pursuant to the preceding subsectionsubpart (v) of this Section, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of CreditCredit in accordance with such Lender's Applicable Commitment Percentage, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender in accordance with such Lender's Applicable Commitment Percentage, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Applicable Commitment Percentage of the aggregate principal amount of the amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentFronting Lender, for the account of the Issuing Lenderits sole account, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Applicable Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is shall have been drawn but not reimbursed by the Borrower TCC pursuant to this Section 2.2(b)(visubpart (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubpart (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof 2.6 with respect to USB Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such LenderRevolving Xxxxxx’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a US Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each US Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each US Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each US Lender, and each US Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such US Lender’s 's Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each US Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such US Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such US Lender’s 's Applicable Commitment Percentage). Each US Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the US Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the US Revolving Credit Commitment of such US Lender shall have been reduced or terminated. Each US Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to US Revolving Loans. Each US Lender is hereby authorized to record on its records such US Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. IfEach Lender shall participate in the Letters of Credit issued by LaSalle (including those Letters of Credit listed on Schedule 3.4 attached hereto) in an amount equal to its Pro Rata Share of such Letters of Credit, for any reasonwhich participation shall automatically arise upon the issuance of each Letter of Credit (or, with respect to the Administrative Agent (Letters of Credit listed on Schedule 3.4 attached hereto, upon the execution of this Agreement) and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to applied toward the Revolving Credit Commitment of each Lender when the Letters of Credit are issued (or, in with respect to those Letters of Credit listed on Schedule 3.4 attached hereto, upon the opinion execution of this Agreement). Each Lender unconditionally agrees that if LaSalle is not reimbursed by the Administrative Agent, Borrowers for the amount paid by it shall be impracticable to, convert on any amount drawn draft presented under a Letter of Credit on the date of such payment, then such Lender shall pay to a LaSalle its Pro Rata Share of such amount (regardless of whether the Revolving Loan pursuant to Credit Commitments of the preceding subsectionLenders have been terminated), and upon such payment such Lender shall automatically receive its Pro Rata Share in all of the Administrative Agent rights of LaSalle in respect of such draft (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have including the right to request that each Lender fund a participation in obtain reimbursement from the Borrowers for the amount of such draft, together with interest thereon as provided for herein). If any Lender fails to honor its obligation to reimburse LaSalle for such Lender's Pro Rata Share of the amount of any draft on the date such draft is paid, then (i) each of the other Lenders shall be liable for their respective pro rata shares of the payment due with to LaSalle from the defaulting Lender on the date notice of such failure is received by such other Lenders, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect to of such Letter of Creditdraft, except as otherwise provided below, and (iii) all amounts to which the Administrative Agent defaulting Lender would otherwise be entitled under the terms of this Agreement shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing))first be applied to reimbursing the Lenders for their respective shares of the defaulting Lenders' portion of the draft, together with interest thereon. Upon such notice, but without further action, reimbursement to the Issuing Lender hereby agrees Lenders pursuant to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage clause (iii) above of the principal amount due with amounts advanced by them in respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing defaulting Lender, such Lender’s ratable 's share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges draft and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata their own share of the amounts draft, together with interest thereon, the defaulting Lender shall be entitled to its participation in LaSalle's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on the Letters of Creditby LaSalle.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due (or the Dollar Equivalent with respect to a Letter of Credit in an Alternate Currency) with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderLxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such LenderLxxxxx’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such LenderLxxxxx’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, in the Dollar Equivalent for amounts drawn in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such LenderLxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lxxxxx agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due (or the Dollar Equivalent with respect to a Letter of Credit in an Alternate Currency) with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderXxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such LenderXxxxxx’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such LenderXxxxxx’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.192068782_9

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsectionsubsection or if the amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available fundsfunds in Dollars (except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the BOA Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a US Revolving Loan pursuant to the preceding subsectionsubsection (v), the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each US Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each US Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each US Lender, and each US Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such US Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each US Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such US Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such US Lender’s Applicable Commitment Percentage). Each US Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the US Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such US Lender’s US Revolving Credit Commitment shall have been reduced or terminated. Each US Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to US Revolving Loans. Each US Lender is hereby authorized to record on its records such US Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each US Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, the Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to the Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 9 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loansherein. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.90 13483422v8

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative AgentThe provisions of this Section 2.18(c) shall apply to Non-Syndicated Letters of Credit. (i) The Issuing Bank shall be unable deemed to orhave sold and transferred irrevocably and unconditionally to each Lender, in without recourse or warranty, and each Lender shall be deemed to have purchased and received irrevocably and unconditionally, an undivided interest and participation to the opinion extent of such Lender's pro rata share of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a aggregate Commitments then in effect in each Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation Letter of Credit Usage in the amount due with respect to of such Letter of Credit, and any collateral therefor, automatically as and when the Administrative Letter of Credit is issued. In the event any reimbursement obligation in respect of a Letter of Credit is not paid to the Issuing Bank when due, the Issuing Bank shall promptly notify the Agent to that effect, and the Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon the Lenders of the amount of such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, reimbursement obligation and each Lender hereby agrees shall promptly pay to acquire from the Issuing LenderBank, an undivided participation interest in the amount due with respect to such Letter of Credit in same day funds, an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the aggregate Commitments then in effect of the amount of such unpaid reimbursement obligation. Nothing in this Section 2.18(c) shall be deemed to prejudice the right of any Lender to recover from the Issuing Bank any amounts paid and not reimbursed made available by such Lender to the Issuing Bank pursuant to this Section 2.18(c) if the payment with respect to a Letter of Credit by the Issuing Bank in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the Letters part of the Issuing Bank. (ii) In the event that each Lender has paid all amounts payable by it under subsection (i) with respect to any reimbursement obligation in respect of any Letter of Credit, promptly after the Issuing Bank receives a payment from the applicable Borrower on account of a reimbursement obligation in respect of such Letter of Credit, the Issuing Bank shall promptly pay to the Agent, and the Agent shall promptly pay to each Lender, in same day funds, an amount equal to each Lender's pro rata share thereof. (iii) Upon the request of any Lender, the Issuing Bank shall furnish to such Lender copies of any Letter of Credit and any other documents related thereto as may be reasonably requested by such Lender. (iv) If any payment received on account of any reimbursement obligation in respect of a Letter of Credit and distributed to a Lender as a participant under this Section 2.18(c) is thereafter set aside, avoided or recovered from the Issuing Bank in connection with any receivership, liquidation, reorganization or bankruptcy proceeding relating to any Borrower, each Lender which received such distribution shall, upon demand by the Agent, pay to the Issuing Bank such Lender's pro rata share of the aggregate Commitment then in effect of the amount so set aside, avoided or recovered. (v) No Lender shall have any right to look to or rely upon the Agent or the Issuing Bank or any other Lender for any determination or verification as to whether any condition set forth in this Section 2.18 or Sections 3.01 or 3.03 has been met.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (e) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (e) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.7 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If(a) Immediately upon the issuance by a LOC Bank of each Letter of Credit in accordance with the terms and conditions of this Agreement, the LOC Bank shall be deemed to have sold and transferred to each Bank, and each Bank shall be deemed irrevocably and unconditionally to have purchased and received from the LOC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Bank's Revolving Credit Commitment Percentage, in such Letter of Credit issued by the LOC Bank and the joint and several obligations of the Company and the Restricted Consolidated Subsidiary requesting issuance of such Letter of Credit with respect thereto and in each case any security therefor and guarantee pertaining thereto. (b) In determining whether to pay under any Letter of Credit, a LOC Bank shall not have any obligation relative to the Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by a LOC Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put the LOC Bank under any resulting liability to any Bank. (c) A LOC Bank shall promptly notify the Agent upon receipt by the LOC Bank of a draft under any Letter of Credit, which notice shall specify the amount being drawn and the payment date of such drawing. In the event that a LOC Bank makes any payment under any Letter of Credit and the Company shall not have reimbursed such amount in full to the LOC Bank, the LOC Bank shall promptly notify the Agent of such failure, and each Bank upon notice by Agent shall promptly and unconditionally pay to the Agent the amount of such Bank's Revolving Credit Commitment Percentage of such unreimbursed payment in same day funds. If the LOC Bank so notifies, prior to 1:00 P.M. (New York time) on any Business Day, any Bank, such Bank shall make available to the LOC Bank an amount equal to its Revolving Credit Commitment Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent any Bank shall not have so made an amount equal to its Revolving Credit Commitment Percentage of the amount of such payment available to the LOC Bank, such Bank agrees to pay to the LOC Bank forthwith after notice such amount, together with interest thereon, for each day from the date of notice until the date such amount is paid to the LOC Bank, at the Federal Funds Rate. The LOC Bank is hereby authorized, at any reasontime and from time to time, to the Administrative Agent fullest extent permitted by law, to set off and apply any and all deposits at any time held and other indebtedness at any time owing by the LOC Bank to or for the credit or the account of any Bank against any amounts unpaid by such Bank to the LOC Bank pursuant to this clause (and c). The failure of any Bank to make available to the Issuing Lender if LOC Bank an amount equal to its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Bank of its obligation hereunder to make available to the Issuing Lender is a Lender other than LOC Bank an amount equal to its Revolving Credit Commitment Percentage of any payment under the Administrative Agent) shall be unable to orLetter of Credit on the date required, as specified above, and, in the opinion event of such failure of any Defaulting Bank to make available to the LOC Bank an amount equal to such Defaulting Bank's Revolving Credit Commitment Percentage of any such payment (the "Shortfall"), the other Banks shall reimburse and indemnify such LOC Bank in an amount equal to each other Bank's proportionate share of the Administrative AgentShortfall; provided, it however, that (i) in no event shall any Bank be impracticable to, convert required to fund any amount drawn in respect of the Shortfall if and to the extent that such amount, together with all other amounts advanced by such Bank under its Revolving Credit Commitment, would exceed the aggregate principal amount of such Bank's Revolving Credit Commitment; and (ii) any payment by a Bank with respect to a Shortfall shall reduce that Bank's Revolving Credit Commitment accordingly. (d) Whenever a LOC Bank receives a payment in reimbursement of a draw under a Letter of Credit as to a Revolving Loan which the LOC Bank has received any payments from the Banks pursuant to the preceding subsectionclause (c) above, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) LOC Bank shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant pay to each LenderBank which has paid an amount equal to its Revolving Credit Commitment Percentage thereof, and each Lender hereby agrees to acquire from the Issuing Lenderin same day funds, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage thereof. If the LOC Bank receives payment prior to 1:00 p.m. on a Business Day and does not make payment as provided above to each Bank on the same Business Day, each such Bank shall be entitled to receive interest thereon from the LOC Bank at the Federal Funds Rate for each day until the date such payment is made. (e) Upon the request of any Bank, a LOC Bank shall furnish to such Bank copies of any letter of credit application and reimbursement agreement to which the LOC Bank is party and such other documentation relating thereto and available to the LOC Bank as may reasonably be requested by such Bank. (f) The obligations of the principal amount due Banks to make payments to the LOC Banks with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter Letters of Credit (determined shall be irrevocable and not subject to any qualification, exception, deduction or setoff whatsoever and shall be made in accordance with such Lender’s Commitment Percentagethe terms and conditions of this Agreement under all circumstances (except as expressly provided in clause (b) above). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement, any of the Notes or any of the Guaranties; (ii) the existence of any claim, set-off, defense or other right which the Company or any Guarantor may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the LOC Bank, any Bank, or any other Person, whether in connection with this Agreement or any Letter of Credit, the transactions contemplated hereby or any unrelated transactions (including any underlying transaction between the Company or any Guarantor and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any Letter of Credit, this Agreement, any Note or any Guaranty; (v) any failure by the LOC Bank to give notice to the Banks of the amount of any Letter of Credit or of any payment required by the Banks with respect thereto; or (vi) the occurrence and continuance of a any Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) Nothing in this Agreement shall be unable construed to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert require or authorize any amount drawn under a Letter of Credit Bank to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such issue any Letter of Credit, it being recognized that the Agent has the sole obligation under this Agreement to issue Letters of Credit on behalf of the Banks, and the Administrative Agent shall promptly notify Revolving Credit Commitment of each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing))Bank with respect to Letter of Credit Advances is expressly conditioned upon the Agent's performance of such obligations. Upon such noticeissuance by the Agent, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to Bank shall automatically acquire from the Issuing Lender, an undivided a pro rata risk participation interest in the amount due with respect to such Letter of Credit in an Advance based on the amount equal to such Lender’s Commitment Percentage of its respective Revolving Credit Commitment. If the principal amount due with respect to such Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Agent shall provide notice thereof to each Bank on the date such draft or demand is honored unless the Company shall have satisfied its reimbursement obligation under Section 3.9 by payment to the Agent on such date. In consideration and in furtherance Each Bank, on such date, shall make its pro rata share of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt amount paid by the Agent available in immediately available funds at the principal office of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Issuing LenderAgent. If and to the extent such Bank shall not have made such pro rata portion available to the Agent, such Lender’s ratable share Bank and the Company severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Agent until such amount is so made available to the Agent at a per annum rate equal to the Federal Funds Rate. If such Bank shall pay such amount to the Agent together with such interest, such amount so paid shall constitute a Revolving Credit Loan by such Bank as part of the borrowing of Revolving Credit Loans disbursed in respect of the reimbursement obligation of the Company under Section 3.9 for purposes of this Agreement. The failure of any Bank to make its pro rata portion of any such amount due with respect paid by the Agent available to such Letter the Agent shall not relieve any other Bank of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter make available its pro rata portion of Credit that is drawn such amount, but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) no Bank shall be absolute and unconditional and shall not be affected by responsible for failure of any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each other Bank to make such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of portion available to the amounts paid and not reimbursed on the Letters of CreditAgent.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsectionsubsection or if the amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available fundsfunds in Dollars (except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender or if the Issuing Lender amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Fronting Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, (i) Concurrently with the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees be deemed to grant have sold and transferred to each Lender, and each such Lender hereby agrees shall be deemed irrevocably and immediately to acquire have purchased and received from the Issuing LenderAdministrative Agent, without recourse or warranty, an undivided interest and participation interest in, to the extent of such Lender’s Pro Rata Share, Administrative Agent’s liabilities and obligations in the amount due with respect to of such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due and Borrowers’ Reimbursement Obligations with respect to such Letter of Creditthereto. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay Any purchase obligation arising pursuant to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance circumstances whatsoever. (ii) If Administrative Agent makes any payment or disbursement under any Letter of Credit Guaranty and (i) Borrowers have not reimbursed Administrative Agent, includingas applicable, without limitationin full for such payment or disbursement in accordance with Section 2.24(b), the occurrence or (ii) any reimbursement under any Letter of Credit Guaranty received by Administrative Agent from any Credit Party is or must be returned or rescinded upon or during any bankruptcy or reorganization of any Credit Party or otherwise, each Lender shall be irrevocably and continuance unconditionally obligated to pay to Administrative Agent its Pro Rata Share of a Default such payment or Event of Default, and that each disbursement (but no such payment shall be made without diminish the Obligations of Borrowers under Section 2.24(b)). To the extent any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each such Lender shall comply with its obligation under this Section 2.2(b)(vinot have made such amount available to Administrative Agent by 12:00 p.m. (Eastern time) by wire transfer on the Business Day on which such Lender receives notice from Administrative Agent of immediately available fundssuch payment or disbursement, in or return or rescission, as applicable, such Lender agrees to pay interest on such amount to Administrative Agent forthwith on demand accruing daily at the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records Federal Funds Effective Rate, for the first three (3) days following such Lender’s pro rata share receipt of such notice, and thereafter at the amounts paid and LIBO Rate plus the Applicable Margin in respect of Revolving Loans bearing interest by reference to the LIBO Rate. Any such Lender’s failure to make available to Administrative Agent its Pro Rata Share of any such payment or disbursement, or return or rescission, as applicable, shall not reimbursed on relieve any other Lender of its obligation hereunder to make available such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible for the Letters failure of Creditany other Lender to make available such other Lender’s Pro Rata Share of any such payment or disbursement, or return or rescission.

Participation in Letters of Credit. If, for any reason, (a) Grant and Acceptance of Participations in Letters of Credit. Upon the Administrative Agent (terms and subject to the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion conditions of the Administrative Agent, it shall be impracticable to, convert any amount drawn under this Agreement and effective immediately on date of issuance of a Letter of Credit, the Agent hereby grants to each Tranche 2 Bank, and each Tranche 2 Bank hereby accepts from the Agent, without representation or warranty, an undivided participation in and to each Letter of Credit to and the Agent's obligations thereunder (a Revolving Loan pursuant "Letter of Credit Participation") and, to the preceding subsectionextent hereinafter provided, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Borrower's LOC Reimbursement Obligations with respect to each such Letter of Credit, equal to each Tranche 2 Bank's pro rata percentage of the face amount of each such Letter of Credit, based upon the Tranche 2 Commitments. The Agent shall give each Tranche 2 Bank notice of the issuance and amendment of each Letter of Credit on a weekly basis. Such notice shall specify the amount of such Letter of Credit and the Administrative maturity date thereof. (b) Failure to Pay a Letter of Credit: Rights and Obligations of the Agent shall promptly notify and the Banks. The Agent shall, on the payment due date of the relevant Letter of Credit, give each Lender thereof Tranche 2 Bank notice (by facsimile telex or email (confirmed telecopier, or by telephone) or telephone (confirmed in writingwriting promptly thereafter))) of each failure by the Borrower to pay the Agent the related LOC Reimbursement Obligation on such date. Upon receipt of such noticenotice from the Agent or if the Agent is required at any time to return to the Borrower or to a trustee, but without further actionreceiver, liquidator, custodian or other Person any portion of any payment of any LOC Reimbursement Obligation, each Tranche 2 Bank shall, forthwith, make such Bank's pro rata percentage of the amount of the unpaid or recaptured LOC Reimbursement Obligation available to the Agent before 3:00 p.m. (New York time) on the day such notice was given (where the relevant notice was given at or prior to 1:00 p.m. (New York time) on any Business Day, and before 9:00 a.m. (New York time) on the next succeeding Business Day (where the relevant notice was given after 1:00 p.m. (New York time) on any Business Day); provided, however, that if the Agent receives reimbursement from the Borrower of any LOC Reimbursement Obligation after a Tranche 2 Bank has reimbursed the Agent its pro rata percentage of such LOC Reimbursement Obligation, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to Agent shall forthwith pay to the Administrative AgentTranche 2 Banks which have made such reimbursement payment, for to the account extent and amount of the Issuing Lendersuch payment, such Lender’s ratable share its or their pro rata percentage of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage)the LOC Reimbursement Obligation received from the Borrower. Each Lender acknowledges and agrees that its Tranche 2 Bank's obligation to acquire participations in make its pro rata percentage of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) unpaid or recaptured LOC Reimbursement Obligation shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence and or continuance of a Default or an Event of Default, and that each such payment shall be made without ; (iii) any offset, abatement, recoupment, counterclaim, withholding adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement by the Borrower or any other Bank; (v) any termination or reduction whatsoever and of the Tranche 2 Commitments; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the Revolving Credit Commitment foregoing. The Agent shall have been reduced or terminated. Each Lender shall comply with its obligation be entitled to offset amounts received for the account of a Tranche 2 Bank under this Section 2.2(b)(vi) by wire transfer Agreement against unpaid amounts due from such Bank to the Agent hereunder (whether as fundings of immediately available fundsparticipations, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditindemnities or otherwise).

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due (or the Dollar Equivalent with respect to a Letter of Credit in an Alternate Currency) with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Lender Fronting Xxxxxx hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderXxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such LenderXxxxxx’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such LenderXxxxxx’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, in the Dollar Equivalent for amounts drawn in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such LenderXxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Xxxxxx agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (b)(vi) by wire transfer of immediately available funds, funds in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (b)(vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Each Lender if the Issuing Lender is shall participate on a Lender other than the Administrative Agent) shall be unable to or, PRO RATA basis in the opinion Letters of Credit issued by the Administrative Agent, it which participation shall be impracticable to, convert automatically arise upon the issuance of each Letter of Credit. Each Lender unconditionally agrees that in the event the Borrowers do not reimburse the Agent by the time such reimbursement is due (as set forth in subsection (d) above) for the amount paid by the Agent on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant Credit, then in that event such Lender shall pay to the preceding subsection, Agent that portion of the Administrative amount of each draft so paid by the Agent (which is equal to the same percentage of the amount so paid as the percentage which its Commitment bears to the aggregate of the Commitments and the Issuing in return such Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a automatically receive an equivalent percentage participation in the amount due with respect rights of the Agent to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire obtain reimbursement from the Issuing Lender, an undivided participation interest in Borrowers for the amount due of such draft, together with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Creditinterest thereon as provided for herein. In consideration and in furtherance of the foregoing, each event that any Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, fails to pay honor its obligation to reimburse the Administrative Agent, Agent for the account of the Issuing Lender, such Lender’s ratable its PRO RATA share of the amount due with respect to of any such Letter of Credit draft, then in that event (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vii) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each other Lender shall comply with pay to the Agent its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata PRO RATA share of the payment due the Agent from the defaulting Lender (provided that no Lender shall be required to make such payment to the extent that the payment, when taken together with the amount outstanding to such Lender under the Revolving Credit, would exceed such Lender's Commitment), (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing the Lenders for their respective PRO RATA shares of the defaulting Lender's portion of the draft, together with interest thereon at the rate provided for in subsection (d) above. Upon reimbursement to other Lenders pursuant to clause (iii) above of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.4 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. IfEach Revolving Lender, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to the Existing Letters of Credit, hereby purchases a participation interest in such Existing Letters of Credit, and with respect to Letters of Credit issued on or after the Closing Date, upon issuance of a Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but be deemed to have purchased without further action, recourse a risk participation from the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the obligations arising thereunder, in each case in an amount equal to such Lender’s Commitment Percentage 's pro rata share of the principal amount due with respect obligations under such Letter of Credit (based on the Revolving Commitment Percentages of such Lender) and absolutely, unconditionally, and irrevocably assumes, as primary obligor and not as surety, and becomes obligated to pay to the Issuing Lender therefor and discharge when due, such Lender's pro rata share of the obligations arising under such Letter of Credit. In consideration Without limiting the scope and nature of each Revolving Lender's participation in furtherance any Letter of Credit, to the foregoingextent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to shall pay to the Administrative Agent, for the account Issuing Lender its pro rata share of such unreimbursed drawing in same day funds upon demand therefor. The obligation of each Revolving Lender to reimburse the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Default, an Event of Default, and that each or any other occurrence or event. Any such payment reimbursement shall be made without not relieve or otherwise impair the obligation of the Borrowers to reimburse the Issuing Lender under any offsetLetter of Credit, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditthis Agreement.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.