Common use of Participations in Letters of Credit Clause in Contracts

Participations in Letters of Credit. On each day during the period commencing with the issuance by any Issuing Lender of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit.

Participations in Letters of Credit. On each day during the period commencing with Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any Class and until such Letter reduction or termination of Credit shall have expired or been terminated, the Revolving Credit Commitment of Commitments, and that each Revolving Credit Lender (or, as applicable, payment required to be made by it under the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) preceding sentence shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatmade without any offset, upon the issuance of any Revolving Credit Letter of Credit abatement, withholding or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditreduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing A. Concurrently with the issuance by any of each Letter of Credit in accordance with this Agreement, Issuing Lender shall be deemed to have sold and transferred to each other Lender, and each other Lender shall be deemed irrevocably and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share in such Letter of Credit and Borrower’s reimbursement obligations with respect thereto. If Borrower does not pay any reimbursement obligation when due. then Borrower shall be deemed to have immediately requested that Lenders make an Advance in a principal amount equal to such reimbursement obligation. The proceeds of such Advance shall be paid over to Issuing Lender for the account of Borrower in satisfaction of such reimbursement obligations. B. If Issuing Lender makes any payment or disbursement under any Letter of Credit in accordance with this Agreement and (i) Borrower has not reimbursed Issuing Lender in full for such payment or disbursement in accordance with Section 2.1(b)(iii), (ii) an Advance may not, for any reason, be made pursuant to Section 2.1(b)(iv)(A) or (iii) any reimbursement received by Issuing Lender from Borrower is or must be returned or rescinded upon or during any Insolvency Proceeding of any Class and until such Letter of Credit shall have expired Lender or been terminated, the Revolving Credit Commitment of otherwise each Revolving Credit other Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed irrevocably and unconditionally obligated to be utilized for all purposes of this Agreement in an amount equal pay to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such promptly after Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage demand, its Pro Rata Share of such liability, and each payment or disbursement (but no such Lender (other than payment shall diminish the relevant Issuing LenderObligations of Borrower under Section 2.1(b)(iii) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditor otherwise.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance of a Letter of Credit by any Issuing Bank under Section 2.03(a), such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Lender, and each such Lender of shall be deemed, without further action by any Letter of Credit of any Class and until party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit shall have expired or been terminatedin an amount for each Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the Revolving Credit Commitment issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each Revolving Credit Lender (orL/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(c) on demand by the Paying Agent by making available for the account of its Applicable Lending Office to the Paying Agent for the account of such Issuing Bank by deposit to the Paying Agent’s Account, as applicablein same day funds, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. The Paying Agent will promptly thereafter cause like funds to be distributed to the applicable Issuing Bank for the account of its Applicable Lending Office. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Paying Agent, such Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Paying Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Paying Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Commitment Percentage Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in Advance made by such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and Bank shall be unconditionally obligated to reduced by such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of amount on such Issuing Lender’s liability under such Letter of CreditBusiness Day.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance of a Letter of Credit by any Issuing Bank under Section 2.04(a), such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender of shall be deemed, without further action by any Letter of Credit of any Class and until party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit shall have expired or been terminatedin an amount for each Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the Revolving Credit Commitment issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each Revolving Credit Lender (orL/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.09(b) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, as applicablein same day funds, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.04(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.09(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Commitment Percentage Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in Advance made by such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and Bank shall be unconditionally obligated to reduced by such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of amount on such Issuing Lender’s liability under such Letter of CreditBusiness Day.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance of a Letter of Credit by any Issuing Lender of Bank under Section 2.03(a), such Issuing Bank shall be deemed, without further action by any Letter of Credit of any Class and until such Letter of Credit shall party hereto, to have expired or been terminated, the Revolving Credit Commitment of sold to each Revolving Credit Lender (orLender, as applicable, the Incremental Facility Revolving Credit Commitment of and each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender) agrees thatBank, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit Lender’s Letter Pro Rata Share of Credit Commitment Percentage the Available Amount of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) on demand by the Administrative Agent by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Revolving Credit Lender’s Pro Rata Share of such L/C Disbursement. The Administrative Agent will promptly thereafter cause like funds to be distributed to the applicable Issuing Bank for the account of its Applicable Lending Office. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Revolving Credit Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. On each day during the period commencing with Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased, and the applicable Issuing Bank shall be deemed to have sold, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Co-Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to a Co-Borrower for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any Class and until such Letter reduction or termination of Credit shall have expired or been terminated, the Revolving Credit Commitment of Commitments, and that each Revolving Credit Lender (or, as applicable, payment required to be made by it under the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) preceding sentence shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatmade without any offset, upon the issuance of any Revolving Credit Letter of Credit abatement, withholding or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditreduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing The Issuing Bank shall be deemed, without further action by any party hereto, (i) with respect to Letters of Credit issued pursuant to Section 2.01(c) hereof, upon the issuance by any Issuing Lender of any a Letter of Credit by the Issuing Bank and (ii) with respect to the Existing Letters of Credit, on the Amendment No. 5 Effective Date, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any Class and until party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of in an amount for each Revolving Credit Lender (orequal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, as applicableeffective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, the Incremental Facility each Revolving Credit Commitment Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each Incremental Facility Revolving Letter of Credit LenderAdvance made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(c) shall (or which has been so reimbursed but must be deemed returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of its Applicable Lending Office to be utilized the Administrative Agent for all purposes the account of this Agreement the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds and in U.S. dollars, an amount equal to such Lender’s Pro Rata Share of such Letter of Credit Commitment Percentage Advance. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the then undrawn face Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit. Each Credit Advance available to the Administrative Agent, such Revolving Credit Lender and agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each Incremental Facility Revolving Credit Lender (other than day from the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under date such Letter of Credit Advance is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in an amount equal to such Lender’s respect of principal shall constitute a Letter of Credit Commitment Percentage Advance made by such Lender on such Business Day for purposes of such liabilitythis Agreement, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its outstanding principal amount of the Letter of Credit Commitment Percentage of Advance made by the Issuing Bank shall be reduced by such Issuing Lender’s liability under amount on such Letter of CreditBusiness Day.

Participations in Letters of Credit. On the Closing Date with respect to each day during Existing Letter of Credit and upon the period commencing issuance of any other Letter of Credit (or upon a Person becoming a Lender hereunder), in each case without any further action on the part of the Issuing Lenders or the Lenders, the applicable Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such type of Letter of Credit (Financial Letter of Credit or Performance Letter of Credit). In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender, such Lender’s Applicable Percentage (calculated in accordance with the issuance Commitments in respect of the applicable type of Letter of Credit) of each LC Disbursement made by the applicable Issuing Lender and not reimbursed for any reason by the Borrower on the date due as provided in Section 2.09 hereof, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of each Letter of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever (other than the issuance of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage excess of the then undrawn face amount amounts described in Section 2.07(a) as of such Letter the date of Credit. Each Revolving Credit Lender issuance and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of amendments to any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in violation of Section 8.05 to provide for an amount equal Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or such participation or payment exceeding such Lender’s Letter Commitments or the Aggregate Commitments or the Revolving Facility Sublimit by reason of Credit Commitment Percentage of such liabilitycurrency fluctuations, and that each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and payment shall be unconditionally obligated to such Issuing Lender to pay and discharge when duemade without any offset, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditabatement, withholding or reduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing with (1) Upon the issuance by any an Issuing Lender Bank of any a Letter of Credit (and any amendment to a Letter of Credit increasing the amount thereof) in accordance herewith, and without any Class further action on the part of such Issuing Bank or any Bank, such Issuing Bank hereby grants to each Bank, and until each Bank hereby acquires from such Issuing Bank, a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such LenderBank’s Letter of Credit Commitment Applicable Percentage of the then undrawn face aggregate amount of available to be drawn under such Letter of Credit. Each Revolving Bank acknowledges and agrees that its acquisition of participations pursuant to this Section ‎2.01(b) in respect of each Letter of Credit Lender shall be automatic, absolute and unconditional irrespective of the occurrence or continuance of any Default, or any reduction or termination of the Commitments, or any other circumstance whatsoever. (2) In consideration and in furtherance of the foregoing, each Incremental Facility Revolving Bank severally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Bank’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under a Letter of Credit Lender promptly upon the request of such Issuing Bank, through the Administrative Agent, at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Company in full or at any time after any reimbursement payment is required to be refunded to the Company for any reason. (3) The obligation of each Bank to make payments under clause ‎(2) shall be absolute and unconditional irrespective of any amendment, renewal or extension of any Letter of Credit, the occurrence or continuance of any Default, any reduction or termination of the Commitments, any circumstance referred to in Section ‎2.02(b), or any other than circumstance whatsoever. Each such payment shall be made without setoff, counterclaim, abatement, withholding or reduction whatsoever and shall be made in the manner provided in Section ‎3.02 with respect to Advances made by such Bank, and the Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Banks. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Lender) agrees thatBank or, upon to the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in extent that the Banks have made payments pursuant to this paragraph to reimburse such Issuing Lender’s liability under such Letter of Credit in an amount equal Bank, then to such Lender’s Letter of Credit Commitment Percentage of such liability, Banks and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender Bank as their interests may appear. Any payment made by a Bank pursuant to pay and discharge when due, this paragraph to reimburse an Issuing Bank for any LC Disbursement shall not relieve the Company of its Letter of Credit Commitment Percentage of obligation to reimburse such Issuing Lender’s liability under such Letter of CreditLC Disbursement.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit by an L/C Issuer under Section 2.03(b), such L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased from such L/C Issuer, without recourse or warranty (regardless of any Class and until whether the conditions set forth in Article IV shall have been satisfied) a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of in an amount for each Revolving Credit Lender (orequal to such Lender’s Applicable Percentage of the amount of such Letter of Credit available to be drawn, as applicableeffective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, the Incremental Facility each Revolving Credit Commitment Lender hereby absolutely and unconditionally agrees to pay such Lender’s Applicable Percentage of each Incremental Facility Revolving Credit LenderL/C Disbursement made by such L/C Issuer and not reimbursed by the Borrowers forthwith on the date due as provided in Section 2.03(c) shall (or which has been so reimbursed but must be deemed returned or restored by the applicable L/C Issuer because of the occurrence of an event specified in Section 8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of its Applicable Lending Office to be utilized the Administrative Agent for all purposes the account of this Agreement the applicable L/C Issuer by deposit to the Administrative Agent’s account, in same day funds, an amount equal to such Lender’s Letter of Credit Commitment Applicable Percentage of the then undrawn face amount of such Letter of CreditL/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(e) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each Incremental Facility such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender (other than shall not have so made the relevant Issuing Lender) agrees thatamount of such L/C Disbursement available to the Administrative Agent, upon the issuance of any such Revolving Credit Letter Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of Credit or Incremental Facility Letter an L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of Credit hereunderan L/C Issuer on any Business Day, as applicable, it such amount so paid in respect of principal shall automatically acquire a participation in constitute an L/C Advance made by such Issuing Lender’s liability under Lender on such Letter Business Day for purposes of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liabilitythis Agreement, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and outstanding principal amount of an L/C Advance made by an L/C Issuer shall be unconditionally obligated to reduced by such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of amount on such Issuing Lender’s liability under such Letter of CreditBusiness Day.

Participations in Letters of Credit. On each day during the period commencing Concurrently with the issuance by any of each Letter of Credit (or, in the case of the Existing Letters of Credit, on the Closing Date), the applicable Issuing Lender shall be deemed to have sold and transferred to each other Revolving Lender, and each other Revolving Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such other Revolving Lender’s Percentage, in such Letter of Credit (or, if applicable, all Existing Letters of Credit) and the Company’s reimbursement obligations with respect thereto. Each Revolving Lender agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit of any Class and until such Letter of Credit shall have expired for which the Issuing Lender is not reimbursed in full by the Company (or been terminated, applicable Subsidiary) in accordance with the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes terms of this Agreement (or in the event that any reimbursement received by the applicable Issuing Lender shall be required to be returned by it at any time), such Revolving Lender shall pay to the Administrative Agent for the account of such Issuing Lender upon demand an amount equal to such Revolving Lender’s Percentage of the amount that is not so reimbursed (or is so returned). Each Revolving Lender’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Issuing Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Unmatured Event of Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 11, (iii) any adverse change in the condition (financial or otherwise) of the Company or its Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Issuing Lender hereby agrees, upon request of the Administrative Agent or any Revolving Lender, to deliver to such Revolving Lender a list of all outstanding Letters of Credit, together with such information related thereto as such Revolving Lender may reasonably request. If any amount required to be paid by any Revolving Lender to an Issuing Lender pursuant to this Section 2.3.2 in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in is paid to such Issuing Lender’s liability under Lender within three Business Days after the date such Letter of Credit in payment is due, such Revolving Lender shall pay to such Issuing Lender on demand an amount equal to such Lender’s Letter the product of Credit Commitment Percentage (i) the Dollar Equivalent of such liabilityamount, times (ii) the daily average Federal Funds Rate during the period from and each including the date such Lender (other than payment is required to the relevant date on which such payment is immediately available to such Issuing Lender, times (iii) thereby shall absolutely, unconditionally a fraction the numerator of which is the number of days that elapse during such period and irrevocably assume, as primary obligor and the denominator of which is 360. If any such amount required to be paid by any Revolving Lender pursuant to this Section 2.3.2 is not as surety, and shall be unconditionally obligated made available to such Issuing Lender to pay and discharge when by such Revolving Lender within three Business Days after the date such payment is due, its Letter of Credit Commitment Percentage of such Issuing Lender shall be entitled to recover from such Revolving Lender’s liability , on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans that are Revolving Loans. A certificate of an Issuing Lender submitted to any applicable Revolving Lender with respect to any amounts owing under such Letter this Section 2.3.2 shall be conclusive in the absence of Creditmanifest error.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit of by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any Class party hereto, to have sold to each Lender, and until each such Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit shall have expired or been terminatedin an amount for each Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the Revolving Credit Commitment issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each Revolving Credit Lender (orL/C Disbursement made by the Issuing Bank and not reimbursed by the Borrowers forthwith on the date due as provided in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, as applicablein same day funds, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Commitment Percentage Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit respective Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Advance made by the Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and Bank shall be unconditionally obligated to reduced by such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of amount on such Issuing Lender’s liability under such Letter of CreditBusiness Day.

Participations in Letters of Credit. On each day during the period commencing with Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the First Lien Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. All fundings of such participations shall be denominated in Dollars. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any Class and until such Letter reduction or termination of Credit shall have expired or been terminated, the Revolving Credit Commitment of Commitments, and that each Revolving Credit Lender (or, as applicable, payment required to be made by it under the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) preceding sentence shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatmade without any offset, upon the issuance of any Revolving Credit Letter of Credit abatement, withholding or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditreduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminatedby the Issuing Bank under Section 2.03(a), the Revolving Credit Commitment of Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender (orLender, as applicable, the Incremental Facility Revolving Credit Commitment of and each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than shall be deemed, without further action by any party hereto, to have purchased from the relevant Issuing Lender) agrees thatBank, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Letter 's Pro Rata Share of Credit Commitment Percentage the Available Amount of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(e) (or which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. On each day during the period commencing with (1) Upon the issuance by any an Issuing Lender Bank of any a Letter of Credit (and any amendment to a Letter of Credit increasing the amount thereof) in accordance herewith, and without any Class further action on the part of such Issuing Bank or any Bank, such Issuing Bank hereby grants to each Bank, and until each Bank hereby acquires from such Issuing Bank, a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Bank's Applicable Percentage of the then undrawn face aggregate amount of available to be drawn under such Letter of Credit. Each Revolving Bank acknowledges and agrees that its acquisition of participations pursuant to this Section 2.01(b) in respect of each Letter of Credit Lender shall be automatic, absolute and unconditional irrespective of the occurrence or continuance of any Default, or any reduction or termination of the Commitments, or any other circumstance whatsoever. (2) In consideration and in furtherance of the foregoing, each Incremental Facility Revolving Bank severally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Bank's Applicable Percentage of each LC Disbursement made by such Issuing Bank under a Letter of Credit Lender promptly upon the request of such Issuing Bank, through the Administrative Agent, at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Company in full or at any time after any reimbursement payment is required to be refunded to the Company for any reason. (3) The obligation of each Bank to make payments under clause (2) shall be absolute and unconditional irrespective of any amendment, renewal or extension of any Letter of Credit, the occurrence or continuance of any Default, any reduction or termination of the Commitments, any circumstance referred to in Section 2.02(b), or any other than circumstance whatsoever. Each such payment shall be made without setoff, counterclaim, abatement, withholding or reduction whatsoever and shall be made in the manner provided in Section 3.02 with respect to Advances made by such Bank, and the Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Banks. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Lender) agrees thatBank or, upon to the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in extent that the Banks have made payments pursuant to this paragraph to reimburse such Issuing Lender’s liability under such Letter of Credit in an amount equal Bank, then to such Lender’s Letter of Credit Commitment Percentage of such liability, Banks and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender Bank as their interests may appear. Any payment made by a Bank pursuant to pay and discharge when due, this paragraph to reimburse an Issuing Bank for any LC Disbursement shall not relieve the Company of its Letter of Credit Commitment Percentage of obligation to reimburse such Issuing Lender’s liability under such Letter of CreditLC Disbursement.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any Letter of Credit (or upon a Person becoming a Lender hereunder), in each case without any further action on the part of any Class the Issuing Lenders or the Lenders, the applicable Issuing Lender hereby grants to each Lender, and until each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Applicable Percentage of the then undrawn face aggregate amount of available to be drawn under such Letter of Credit. Each Revolving Credit In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable Issuing Lender and not reimbursed for any reason by the Applicant Party on the date due as provided in Section 2.09 hereof, or of any reimbursement payment required to be refunded to the Applicant Party for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of each Incremental Facility Revolving Letter of Credit Lender is absolute and unconditional and shall not be affected by any circumstance whatsoever (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in excess of the amounts described in Section 2.07(a) as of the date of issuance and other than amendments to any Letter of Credit in violation of Section 8.05 to provide for an amount equal Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or such participation or payment exceeding such Lender’s Letter Commitments or the Aggregate Commitments by reason of Credit Commitment Percentage of such liabilitycurrency fluctuations, and that each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and payment shall be unconditionally obligated to such Issuing Lender to pay and discharge when duemade without any offset, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditabatement, withholding or reduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing with the issuance by any Issuing Lender of any Letter of Credit of any Class Credit Agreement and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s 's Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s 's liability under such Letter of Credit in an amount equal to such Lender’s Xxxxxx's Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s 's liability under such Letter of Credit.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit of by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any Class party hereto, to have sold to each Revolving Credit Lender, and until each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of in an amount for each Revolving Credit Lender (orequal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, as applicableeffective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, the Incremental Facility each Revolving Credit Commitment Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each Incremental Facility Revolving Credit LenderL/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(c) shall (or which has been so reimbursed but must be deemed returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of its Applicable Lending Office to be utilized the Administrative Agent for all purposes the account of this Agreement the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount Pro Rata Share of such Letter of CreditL/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(b) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each Incremental Facility such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender (other than shall not have so made the relevant Issuing Lender) agrees thatamount of such L/C Disbursement available to the Administrative Agent, upon the issuance of any such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit or Incremental Facility Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Advance made by the Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and Bank shall be unconditionally obligated to reduced by such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of amount on such Issuing Lender’s liability under such Letter of CreditBusiness Day.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminatedby the Issuing Bank under Section 2.16(a), the Revolving Credit Commitment of Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender (orLender, as applicable, the Incremental Facility Revolving Credit Commitment of and each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than shall be deemed, without further action by any party hereto, to have purchased from the relevant Issuing Lender) agrees thatBank, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Letter 's Pro Rata Share of Credit Commitment Percentage the Available Amount of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit., effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.16(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. Each such purchase and advance by each Revolving Credit Lender shall constitute a Revolving Advance. The Borrower hereby agrees to each such sale and

Participations in Letters of Credit. On each day during the period commencing with (a) Upon the issuance by any Issuing Lender of any each Revolving Letter of Credit (or an increase in the Stated Amount of any Class Revolving Letter of Credit), and until without any further action on the part of the applicable Revolving LC Issuer or the Lenders, such Revolving LC Issuer hereby grants to each Lender with a Commitment to make Revolving Loans, and each such Lender hereby acquires from such Revolving LC Issuer, a participation in such Revolving Letter of Credit shall have expired (or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lenderincrease) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Percentage of the aggregate Stated Amount of such Revolving Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thator increase), effective upon the issuance of any such Revolving Credit Letter of Credit (or Incremental Facility the effectiveness of such increase) (each, a “Revolving Letter of Credit hereunderParticipation Obligation”). In consideration and in furtherance of the foregoing, each Lender with a Commitment to make Revolving Loans hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Revolving LC Issuer, such Lender’s Percentage of each Disbursement in respect of Revolving Letters of Credit made by such Revolving LC Issuer on the date due as applicableprovided in Section 2.5.2. Each Lender with a Commitment to make Revolving Loans acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, it including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall automatically acquire be made without any offset, abatement, withholding or reduction whatsoever. The provisions of this Section 2.5.1 shall survive any termination of this Agreement. (b) Upon the issuance of each Synthetic Letter of Credit (or an increase in the Stated Amount of any Synthetic Letter of Credit), and without any further action on the part of the applicable Synthetic LC Issuer or the Lenders, such Synthetic LC Issuer hereby grants to each Lender with a Synthetic Revolving Deposit, and each such Lender hereby acquires from such Synthetic LC Issuer, a participation in such Issuing Lender’s liability under such Synthetic Letter of Credit in an amount (or increase) equal to such Lender’s Percentage of the aggregate Stated Amount of such Synthetic Letter of Credit Commitment Percentage (or increase), effective upon the issuance of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Synthetic Letter of Credit Commitment (or the effectiveness of such increase) (each, a “Synthetic Letter of Credit Participation Obligation”). In consideration and in furtherance of the foregoing, each Lender with a Synthetic Revolving Deposit hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Synthetic LC Issuer, such Lender’s Percentage of each Disbursement in respect of Synthetic Letters of Credit made by such Issuing Lender’s liability under Synthetic LC Issuer on the date due as provided in Section 2.5.2. The Synthetic Revolving Deposit of each applicable Lender shall be available for withdrawal by the Administrative Agent, in the amounts contemplated by and otherwise in accordance with Section 2.1.3, to reimburse the applicable Synthetic LC Issuer for Disbursements arising in respect of Synthetic Letters of Credit as and when requested by such Letter of CreditSynthetic LC Issuer.

Participations in Letters of Credit. On the Closing Date with respect to each day during the period commencing with Existing Letter of Credit and upon the issuance of any other Letter of Credit (or upon a Person becoming a Lender hereunder), in each case without any further action on the part of the Issuing Lenders or the Lenders, the applicable Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable Issuing Lender and not reimbursed for any reason by the Applicant Party on the date due as provided in Section 2.09 hereof, or of any reimbursement payment required to be refunded to the Applicant Party for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of each Letter of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever (other than the issuance of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage excess of the then undrawn face amount amounts described in Section 2.07(a) as of such Letter the date of Credit. Each Revolving Credit Lender issuance and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of amendments to any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in violation of Section 8.05 to provide for an amount equal Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or such participation or payment exceeding such Lender’s Letter Commitments or the Aggregate Commitments by reason of Credit Commitment Percentage of such liabilitycurrency fluctuations, and that each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and payment shall be unconditionally obligated to such Issuing Lender to pay and discharge when duemade without any offset, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditabatement, withholding or reduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing with Immediately upon the issuance of a Letter of Credit by any Issuing Lender of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminatedBank under Section 2.03(a), the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized deemed, without further action by any party hereto, to, and hereby absolutely, irrevocably and unconditionally agrees to, purchase from such Issuing Bank, for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender its own account and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatrisk, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Revolving Credit Lender equal to the product of such Lender’s Pro Rata Share times the Available Amount of such Letter of Credit Commitment Percentage Credit, effective upon the issuance of such liabilityLetter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, irrevocably and unconditionally agrees to pay the product of such Lender’s Pro Rata Share times each L/C Disbursement made by 45 such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(e) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the product of such Lender’s Pro Rata Share times such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute, irrevocable and unconditional, is intended to induce each Issuing Bank to issue Letters of Credit hereunder, shall not be affected by any circumstance whatsoever, including (a) any set-off, abatement, counterclaim, recoupment, defense or other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever, (b) the non-satisfaction of the conditions set forth in Section 2.02(a) or Article III or the termination of the Commitments, (c) the occurrence and continuance of a Default, and each such Lender (d) any other than occurrence, event or condition, whether or not similar to any of the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as suretyforegoing, and shall be unconditionally obligated made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Issuing L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay and discharge when dueto the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the applicable Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Commitment Percentage Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Lender’s liability under Bank shall be reduced by such Letter of Creditamount on such Business Day.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminatedby the Issuing Bank under Section 2.03(a), the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) Issuing Bank shall be deemed deemed, without further action by any party hereto, to be utilized for all purposes of this Agreement in an amount equal have sold to such each Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender , and each Incremental Facility Revolving Credit such Lender (other than shall be deemed, without further action by any party hereto, to have purchased from the relevant Issuing Lender) agrees thatBank, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Lender equal to such Lender’s Letter 's Pro Rata Share of Credit Commitment Percentage the Available Amount of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay such Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminatedby the Issuing Bank under Section 2.03(a), the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) Issuing Bank shall be deemed deemed, without further action by any party hereto, to be utilized for all purposes of this Agreement in an amount equal have sold to such each Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender , and each Incremental Facility Revolving Credit such Lender (other than shall be deemed, without further action by any party hereto, to have purchased from the relevant Issuing Lender) agrees thatBank, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Lender equal to such Lender’s Letter 's Pro Rata Share of Credit Commitment Percentage the Available Amount of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay such Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(e) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. On each day during the period commencing with Immediately upon the issuance of a Letter of Credit by any Issuing Lender of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminatedBank under Section 2.03(a), the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized deemed, without further action by any party hereto, to, and hereby absolutely, irrevocably and unconditionally agrees to, purchase from such Issuing Bank, for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender its own account and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatrisk, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Revolving Credit Lender equal to the product of such Lender’s Pro Rata Share times the Available Amount of such Letter of Credit Commitment Percentage Credit, effective upon the issuance of such liabilityLetter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, irrevocably and unconditionally agrees to pay the product of such Lender’s Pro Rata Share times each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(f) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the product of such Lender’s Pro Rata Share times such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute, irrevocable and unconditional, is intended to induce each Issuing Bank to issue Letters of Credit hereunder, shall not be affected by any circumstance whatsoever, including (A) any set-off, abatement, counterclaim, recoupment, defense or other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever, (B) the non-satisfaction of the conditions set forth in Section 2.02(a) or Article III or the termination of the Commitments, (C) the occurrence and continuance of a Default, and each such Lender (D) any other than occurrence, event or condition, whether or not similar to any of the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as suretyforegoing, and shall be unconditionally obligated made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Issuing L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay and discharge when dueto the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(f) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the applicable Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Commitment Percentage Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Lender’s liability under Bank shall be reduced by such Letter of Creditamount on such Business Day.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance of a Letter of Credit by any Issuing Lender of any Letter of Credit of any Class and until Bank under Section 2.03(a), such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) Issuing Bank shall be deemed deemed, without further action by any party hereto, to be utilized for all purposes of this Agreement in an amount equal have sold to such each Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender , and each Incremental Facility Revolving Credit such Lender (other than the relevant shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender) agrees thatBank, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Lender equal to such Lender’s Letter 's Pro Rata Share of Credit Commitment Percentage the Available Amount of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay such Lender's Pro Rata Share of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(c) on demand by the Paying Agent by making available for the account of its Applicable Lending Office to the Paying Agent for the account of such Issuing Bank by deposit to the Paying Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. The Paying Agent will promptly thereafter cause like funds to be distributed to the applicable Issuing Bank for the account of its Applicable Lending Office. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Paying Agent, such Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Paying Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Paying Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. On each day during the period ----------------------------------- commencing with the issuance by any the Issuing Lender of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of 's Revolving Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such the Issuing Lender’s 's liability under such Letter of Credit in an amount equal to such Lender’s Letter of 's Revolving Credit Commitment Percentage of such liability, and each such Revolving Credit Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such the Issuing Lender to pay and discharge when due, its Letter of Revolving Credit Commitment Percentage of such the Issuing Lender’s 's liability under such Letter of Credit.

Participations in Letters of Credit. On the Closing Date with respect to each day during the period commencing with Existing Letter of Credit and upon the issuance of any other Letter of Credit (or upon a Person becoming a Lender hereunder), in each case without any further action on the part of the Issuing Lenders or the Lenders, the applicable Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit equal to such Lender's Tranche 2 Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender, such Lender's Tranche 2 Commitment Percentage of each LC Disbursement made by the applicable Issuing Lender and not reimbursed for any reason by the Borrower on the date due as provided in Section 2.09 hereof, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of each Letter of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever (other than the issuance of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage excess of the then undrawn face amount amounts described in Section 2.07(a) as of such Letter the date of Credit. Each Revolving Credit Lender issuance and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of amendments to any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in violation of Section 8.05 to provide for an amount equal Expiration Date subsequent to the Commitment Termination Date), including the occurrence and continuance of a Default or such participation or payment exceeding such Lender’s Letter 's Tranche 2 Commitments or the total Tranche 2 Commitments by reason of Credit Commitment Percentage of such liabilitycurrency fluctuations, and that each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and payment shall be unconditionally obligated to such Issuing Lender to pay and discharge when duemade without any offset, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditabatement, withholding or reduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Revolving Letter of Credit by any Revolving Issuing Bank under Section 2.03(a), such Revolving Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Canadian Lender, in the case of any Class and until such a Canadian Letter of Credit shall have expired Credit, or been terminated, the each US Revolving Credit Commitment Lender, in the case of a US Revolving Letter of Credit, and each such Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed deemed, without further action by any party hereto, to be utilized for all purposes of this Agreement in an amount equal to have purchased from such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatBank, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Letter 's Pro Rata Share of Credit Commitment Percentage the Available Amount of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each US Revolving Credit Lender hereby absolutely and unconditionally agrees to pay (or, in the case of a Canadian Letter of Credit, to cause one of its Canadian Affiliates to pay) such Lender's Pro Rata Share of each L/C Disbursement made by such Revolving Issuing Bank and not reimbursed by the applicable Borrower forthwith on the date due as provided in Section 2.04(e) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any US Revolving Credit Lender (or, in the case of a Canadian Letter of Credit, any of its Canadian Affiliates) shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such US Revolving Credit Lender agrees to pay (or, in the case of a Canadian Letter of Credit, to cause one of its Canadian Affiliates to pay) to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letters of Credit under Section 2.01(d), the Issuing Bank shall be deemed, without further action by any Class party hereto, to have sold to each Revolving Credit Lender, and until each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of in an amount for each Revolving Credit Lender (orequal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, as applicableeffective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, the Incremental Facility each Revolving Credit Commitment Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each Incremental Facility Revolving Credit LenderL/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) shall (or which has been so reimbursed but must be deemed returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by depositing to be utilized the Administrative Agent’s Account for all purposes the account of this Agreement the Issuing Bank, in same day funds, an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount Pro Rata Share of such Letter of CreditL/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(b) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each Incremental Facility such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender (other than shall not have so made the relevant Issuing Lender) agrees thatamount of such L/C Disbursement available to the Administrative Agent, upon the issuance of any such Revolving Credit Letter Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of Credit or Incremental Facility Letter of Credit hereunderthe Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, it such amount so paid in respect of principal shall automatically acquire constitute a participation in L/C Credit Extension made by such Issuing Lender’s liability under Lender on such Letter Business Day for purposes of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liabilitythis Agreement, and each such Lender (other than the relevant outstanding principal amount of the L/C Credit Extension made by the Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and Bank shall be unconditionally obligated to reduced by such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of amount on such Issuing Lender’s liability under such Letter of CreditBusiness Day.

Participations in Letters of Credit. On each day during the period commencing with By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) or Letter of Credit Participation Agreement (or an amendment to a Letter of Credit Participation Agreement increasing the amount thereunder) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit or Letter of Credit Participation Agreement equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit or payable in respect of such Letter of Credit Participation Agreement. In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower, up to an amount not to exceed such Lender’s Revolving Credit Commitment, on the date due as provided in paragraph (d) of this Section 2.03, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each such Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit and Letter of Credit Participation Agreements is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit of any Class and until such or Letter of Credit shall have expired Participation Agreement or been terminatedthe occurrence and continuance of a Default or reduction or termination of the Commitments, the Revolving Credit Commitment of and that each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) such payment shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatmade without any offset, upon the issuance of any Revolving Credit Letter of Credit abatement, withholding or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditreduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing with Upon the issuance by any Issuing Lender of any a Revolving Letter of Credit by any Revolving Issuing Bank under Section 2.03(a), such Revolving Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Canadian Lender, in the case of a Canadian Letter of Credit, or each US Revolving Credit Lender, in the case of a US Revolving Letter of Credit, and each such Revolving Credit Lender shall be deemed, without further action by any Class and until party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each US Revolving Credit Lender hereby absolutely and unconditionally agrees to pay (or, as applicablein the case of a Canadian Letter of Credit, the Incremental Facility Revolving Credit Commitment to cause one of its Canadian Affiliates to pay) such Lender’s Pro Rata Share of each Incremental Facility L/C Disbursement made by such Revolving Credit LenderIssuing Bank and not reimbursed by the applicable Borrower forthwith on the date due as provided in Section 2.04(e) shall be deemed by making available for the account of its Applicable Lending Office to be utilized the Administrative Agent for all purposes the account of this Agreement such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount Pro Rata Share of such Letter of CreditL/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each Incremental Facility such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to the extent that any US Revolving Credit Lender (other than or, in the relevant Issuing Lendercase of a Canadian Letter of Credit, any of its Canadian Affiliates) agrees thatshall not have so made the amount of such L/C Disbursement available to the Administrative Agent, upon the issuance of any such US Revolving Credit Lender agrees to pay (or, in the case of a Canadian Letter of Credit Credit, to cause one of its Canadian Affiliates to pay) to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or Incremental Facility Letter the account of Credit hereundersuch Issuing Bank, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit.

Participations in Letters of Credit. On the Closing Date with respect to each day during the period commencing with Existing Letter of Credit and upon the issuance of any other Letter of Credit (or upon a Person becoming a Lender hereunder), in each case without any further action on the part of the Issuing Lenders or the Lenders, the applicable Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable Issuing Lender and not reimbursed for any reason by the Borrower on the date due as provided in Section 2.09 hereof, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of each Letter of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever (other than the issuance of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage excess of the then undrawn face amount amounts described in Section 2.07(a) as of such Letter the date of Credit. Each Revolving Credit Lender issuance and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of amendments to any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in violation of Section 8.05 to provide for an amount equal Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or such participation or payment exceeding such Lender’s Letter Commitments or the Aggregate Commitments by reason of Credit Commitment Percentage of such liabilitycurrency fluctuations, and that each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and payment shall be unconditionally obligated to such Issuing Lender to pay and discharge when duemade without any offset, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditabatement, withholding or reduction whatsoever.

Participations in Letters of Credit. On each day during the period commencing with the issuance by any Issuing Lender of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of any Revolving Credit Letter of Credit or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit.. Table of Contents

Participations in Letters of Credit. On each day during the period commencing with Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit on a pro rata basis equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the First Lien Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. All fundings of such participations shall be denominated in Dollars. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any Issuing Lender circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any Class and until such Letter reduction or termination of Credit shall have expired or been terminated, the Revolving Credit Commitment of Commitments, and that each Revolving Credit Lender (or, as applicable, payment required to be made by it under the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) preceding sentence shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees thatmade without any offset, upon the issuance of any Revolving Credit Letter of Credit abatement, withholding or Incremental Facility Letter of Credit hereunder, as applicable, it shall automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Creditreduction whatsoever.