Common use of Participations in Letters of Credit Clause in Contracts

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 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(d) (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 and pay for 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(d) 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 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(d) (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 otherwise2.04(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 Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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(d2.04(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, 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the applicable Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Revolving Lender’s Pro Rata Share, a participation in such Letter of Credit and the Company’s reimbursement obligations with respect thereto. If the Company does not pay any reimbursement obligation when due, the Company shall be deemed to have immediately requested that the Revolving Lenders make a Revolving Loan which is a Base Rate Loan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligations. The Administrative Agent shall promptly notify such Revolving Lenders of such deemed request and, subject to satisfaction or waiver of the conditions satisfied in Section 12.3, such Revolving Lender shall make available to the Administrative Agent its Pro Rata Share of the Available Amount such Loan. The proceeds of 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 Loan shall be paid over by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (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 to the applicable Issuing Lender for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, Company in same day funds, an amount equal to such Lender’s Pro Rata Share satisfaction of such L/C Disbursementreimbursement obligations. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 For 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(d) 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount unparticipated portion of each Letter of Credit shall be deemed to be the applicable Issuing Lender’s “participation” therein. Each Issuing Lender hereby agrees, upon request of the L/C Administrative Agent or any Revolving Lender, to deliver to the Administrative Agent or such Revolving Lender a list of all outstanding Letters of Credit Extension made by the Issuing Bank shall be reduced issued by such amount on Issuing Lender, together with such Business Dayinformation related thereto as the Administrative Agent or such Revolving Lender may reasonably request.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis in the Letters of Credit issued by the Agent, which participation shall automatically arise upon the issuance of a each Letter of Credit Credit. Each Lender unconditionally agrees that in the event the Agent is not immediately reimbursed by the Issuing Bank Borrower for the amount paid by the Agent on any draft presented under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 then 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(d) (or which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an that 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 and pay for 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(d) 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 Lender's pro rata share of the amount of each draft so paid based on the percentage which its Revolving Credit Commitment bears to the aggregate of the Revolving Credit Commitments and in return such Lender shall automatically receive an equivalent percentage participation in the rights of the Agent to obtain reimbursement from the Borrower for the account amount of such draft, together with interest thereon as provided for herein. The obligations of the Issuing Bank on Lenders to the Agent under this subsection shall be absolute, irrevocable and unconditional under any Business Dayand all circumstances whatsoever and shall not be subject to any setoff, counterclaim or defense to payment which any Lender may have or have had against the Borrower, the Agent, any other Lender or any other party whatsoever. In the event that any Lender fails to honor its obligation to reimburse the Agent for its pro rata share of the amount of any such amount so paid draft, then in that event (i) the defaulting Lender shall have no right to participate in any recoveries from the Borrower in respect of principal shall constitute a L/C Credit Extension made by such draft and (ii) all amounts to which the defaulting Lender on such Business Day for purposes would otherwise be entitled under the terms of this Agreement, and the outstanding principal amount Agreement or any of the L/C Credit Extension made other Loan Documents shall first be applied to reimbursing the Lenders for their respective pro rata shares of the defaulting Lender's portion of the draft, together with interest thereon at the rate provided for herein. Upon reimbursement to the other Lenders (pursuant to clause (iii) above or otherwise) of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's right of recovery against the Borrower in respect of the draft paid by the Issuing Bank shall be reduced by such amount on such Business DayAgent.

Participations in Letters of Credit. Upon (a) Concurrently with the issuance of a each Letter of Credit by the Credit, Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Lender with a Revolving Credit LenderLoan Commitment, and each such other Lender with a Revolving Credit Lender Loan Commitment shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Lender’s Pro Rata Share, a participation 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 with a Revolving Loan Commitment make a Revolving Loan which is a Base Rate Loan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligation. Agent shall promptly notify Lenders that have a Revolving Loan Commitment of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 or 4.2, each such Lender shall make available to Agent its Pro Rata Share of the Available Amount such Loan. The proceeds of such Loan shall be paid over by Agent 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, effective upon the issuance of such Letter of Credit. In consideration Credit 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 (i) Borrower has not reimbursed Issuing Lender in full for such payment or disbursement in accordance with Section 2.3.3, (ii) a Revolving Loan may not be made pursuant to Section 2.3.4(a) or (iii) any reimbursement received by the Issuing Lender from Borrower forthwith on the date due as provided in Section 2.04(d) (is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) Borrower or otherwise) by making available for the account of its Applicable Lending Office , each other Lender with a Revolving Loan Commitment shall be irrevocably and unconditionally obligated to the Administrative pay to 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 Lender its Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment or an Event of Default or the termination of the Commitments, and that each disbursement (but no such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to diminish the extent that any Revolving Credit Lender shall not have so made the amount Obligations 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 Borrower under 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 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day2.3.

Participations in Letters of Credit. Upon On the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Closing Date with respect to each Existing Letter of Credit under Section 2.01(eand 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 Bank shall be deemedLenders or the Lenders, without further action by any party hereto, to have sold the applicable Issuing Lender hereby grants to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased hereby acquires from the applicable Issuing BankLender, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share Applicable Percentage of the Available Amount aggregate amount available to be drawn under such type of such Letter of Credit (Financial Letter of Credit or Performance Letter of Credit, effective upon the issuance of such Letter of Credit). In consideration and in furtherance of the foregoing, each Revolving Credit such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender, such Lender’s Pro Rata Share Applicable Percentage (calculated in accordance with the Commitments in respect of the applicable type of Letter of Credit) of each L/C LC Disbursement made by the applicable Issuing Bank Lender and not reimbursed for any reason by the Borrower forthwith Company on the date due as provided in Section 2.04(d) (2.09 hereof, or which has been so reimbursed but must of any reimbursement payment required to 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 refunded to the Administrative Agent Company 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 Disbursementany reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations and pay for participations make payments pursuant to this Section 2.03(c) paragraph in respect of Letters each Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoeverwhatsoever (other than the issuance of any 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 Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or an Event of Default such participation or payment exceeding such Lender’s Commitments or the termination Aggregate Commitments or the Revolving Facility Sublimit by reason of the Commitmentscurrency fluctuations, and that each such payment shall be made without any off-setoffset, 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(d) 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by (or, in the Issuing Bank under Section 2.03(a) or the deemed issuance case of the Existing Letter Letters of Credit under Section 2.01(eCredit, on the Restatement Date), the applicable Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Facility A Revolving Credit Lender, and each such other Facility A Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such other Facility A Revolving Lender’s Facility A Percentage, a participation in such Letter of Credit in an amount for (or, if applicable, all Existing Letters of Credit) and the Company’s reimbursement obligations with respect thereto. Each Facility A Revolving Lender agrees with each Revolving Credit Issuing Lender equal to such Lender’s Pro Rata Share of the Available Amount of such that, if a draft is paid under any Letter of Credit, effective upon Credit for which the issuance of such Letter of Credit. In consideration and Issuing Lender is not reimbursed 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 full by the Issuing Bank and not reimbursed Company (or applicable Subsidiary) in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Borrower forthwith on the date due as provided in Section 2.04(d) (or which has been so reimbursed but must applicable Issuing Lender shall be required to 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 it at any time), such Facility A Revolving Lender shall pay to the Administrative Agent for the account of the such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, Lender upon demand an amount equal to such Facility A Revolving Lender’s Pro Rata Share Facility A Percentage of such L/C Disbursementthe amount that is not so reimbursed (or is so returned). Each Facility A Revolving Credit Lender acknowledges and agrees that its Lender’s obligation to acquire and pay for participations pursuant to this Section 2.03(c) in respect of Letters of Credit is such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Facility A Revolving Lender may have against the Issuing Lender, the Company or any other Person for any reason whatsoever, including (ii) the occurrence and or continuance of a Default or an Event of Default or Unmatured Event of Default or the termination failure to satisfy any of the Commitmentsother conditions specified in Section 11, and that each such payment shall be made without (iii) any off-setadverse change in the condition (financial or otherwise) of the Company or its Subsidiaries, abatement(iv) any breach of this Agreement or any other Loan Document by the Company, withholding any other Loan Party or reduction any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If and to the extent that any Revolving Credit Each Issuing Lender shall not have so made the amount hereby agrees, upon request of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand or any Facility A Revolving Lender, to deliver to such amount Facility A Revolving Lender a list of all outstanding Letters of Credit, together with interest thereon, for each day from such information related thereto as such Facility A Revolving Lender may reasonably request. If any amount required to be paid by any Facility A 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 is paid to such Issuing Lender within three Business Days after the date such L/C Disbursement payment is due pursuant to Section 2.04(d) until the date due, 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 Facility A Revolving Lender shall pay to such Issuing Lender on demand an amount equal to the Administrative Agent product of (i) the Dollar Equivalent of such amount, times (ii) the daily average NYFRB Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount for required to be paid by any Facility A Revolving Lender pursuant to this Section 2.3.2 is not made available to such Issuing Lender by such Facility A Revolving Lender within three Business Days after the account of the date such payment is due, such Issuing Bank Lender shall be entitled to recover from such Facility A Revolving Lender, on any Business Daydemand, such amount so paid in with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans that are Facility A Revolving Loans. A certificate of an Issuing Lender submitted to any applicable Facility A Revolving Lender with respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of to any amounts owing under this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank Section 2.3.2 shall be reduced by such amount on such Business Dayconclusive in the absence of manifest error.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 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(d) (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 and pay for 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 set-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(d) 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit 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 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 the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (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 Revolving Credit Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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(d) 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the such Issuing Bank 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 purchased from the such Issuing Bank, a participation in such Letter of Credit 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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the any Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d2.04(c) (or which has been so reimbursed but must be returned or restored by the such 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 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 and pay for 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(d2.04(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 such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon ‌ (a) Concurrently with the issuance of a each Letter of Credit by the Credit, Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Lender with a Revolving Credit LenderLoan Commitment, and each such other Lender with a Revolving Credit Lender Loan Commitment shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Lender’s Pro Rata Revolving Share, a participation in such Letter of Credit and the Borrowers’ reimbursement obligations with respect thereto. If the Borrowers do not pay any reimbursement obligation when due, then the Borrowers shall be deemed to have immediately requested that the Lenders with a Revolving Loan Commitment make a Revolving Loan which is a Prime RateLoan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligation. Agent shall promptly notify the Lenders that have a Revolving Loan Commitment of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 or 4.2, each such Lender shall make available to Agent its Pro Rata Revolving Share of the Available Amount such Loan. The proceeds of such Loan shall be paid over by Agent to Issuing Lender for the account of the Borrowers in satisfaction of such reimbursement obligations. (b) If Issuing Lender makes any payment or disbursement under any Letter of Credit, effective upon Credit and (i) 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 Borrowers have not reimbursed Issuing Lender in full for such payment or disbursement in accordance with Section 2.3.3, (ii) a Revolving Loan may not be made pursuant to Section 2.3.4(a) or (iii) any reimbursement received by Issuing Lender from the Borrower forthwith on the date due as provided in Section 2.04(d) (Borrowers is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any insolvency, bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) any Loan Party or otherwise) by making available for the account of its Applicable Lending Office , each other Lender with a Revolving Loan Commitment shall be irrevocably and unconditionally obligated to the Administrative pay to 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 Lender its Pro Rata Revolving Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment or an Event of Default or the termination of the Commitments, and that each disbursement (but no such payment shall be made without diminish the Obligations of the Borrowers under Section 2.3.3). Upon notice from Issuing Lender to Agent that it has not received any off-setsuch amount, abatement, withholding or reduction whatsoeverAgent shall promptly notify each such other Lender thereof. If and to To the extent that any Revolving Credit such Lender shall not have so made such amount available to Agent by 2:00 p.m. [Toronto] time on the amount Business Day on which such Xxxxxx receives notice from Agent of such L/C Disbursement available payment or disbursement (it being understood that any such notice received after 12:00 noon [Toronto] time on any Business Day shall be deemed to have been received on the Administrative Agentnext following Business Day), such Revolving Credit Lender Xxxxxx agrees to pay interest on such amount to the Administrative Agent for Issuing Xxxxxx’s account forthwith on demand such amount together with interest thereondemand, for each day from the date such L/C Disbursement is due pursuant amount was to Section 2.04(d) until have been delivered to Agent to the date such amount is paid paid, at a rate per annum equal to the Administrative AgentPrime Rate from time to time in effect for Revolving Loans. Any such Lender’s failure to make available to Agent its Pro Rata Revolving Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to Agent such other Lender’s Pro Rata Revolving Share of such payment, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such but no Lender shall pay be responsible for the failure of any other Lender to make available to Agent such other Lender’s Pro Rata Revolving Share of any such payment or disbursement. (c) Notwithstanding anything to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid contrary contained in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and in the outstanding principal amount event that there is a Defaulting Lender having any portion of the L/C Revolving Loan Commitment, Issuing Lender shall not be required to issue any Letter of Credit, or increase or extend or otherwise amend any Letter of Credit, unless Issuing Xxxxxx has entered into arrangements reasonably satisfactory to it and to Agent with respect to the participation in Letter of Credit Extension made by the Issuing Bank shall be reduced by such Defaulting Lender. Issuing Lender and Agent may require that the Borrowers provide cash collateral to Agent to hold on behalf of the Borrowers, on terms and conditions satisfactory to Issuing Lender and Agent, in an amount on equal to such Business DayDefaulting Lender’s Pro Rata Revolving Share in any Letter of Credit.

Participations in Letters of Credit. Upon (i) Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Lender with a commitment under the Revolving Credit LenderFacility, and each such Lender with a commitment under the Revolving Credit Lender Facility shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing BankLender, a participation without recourse or warranty, an undivided interest and participation, to the extent of such Lender's pro rata share of the Revolving Facility Commitment, in such Letter of Credit and the Borrower's reimbursement obligations with respect thereto. If the Borrower does not pay any reimbursement obligation when due, then the Borrower shall be deemed to have immediately requested that the Lenders with a commitment under the Revolving Facility make an Advance in an a principal amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share reimbursement obligation. The Agent shall promptly notify the Lenders that have a commitment under the Revolving Facility of such deemed request and each such Lender shall make available to the Agent its pro rata share of such Advance. The proceeds of such Advance shall be paid over by the Agent to the Issuing Lender for the account of the Available Amount Borrower in satisfaction of such reimbursement obligations. (ii) If the Issuing Lender makes any payment or disbursement under any Letter of CreditCredit and (x) the Borrower has not reimbursed the Issuing Lender in full for such payment or disbursement in accordance with Section 2.7(c), effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing(y) an Advance may not be made pursuant to Section 2.7(d), each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made or (z) any reimbursement received by the Issuing Bank and not reimbursed by Lender from the Borrower forthwith on the date due as provided in Section 2.04(d) (is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) any Loan Party or otherwise) by making available for , then each other Lender with a commitment under the account of its Applicable Lending Office Revolving Facility shall be irrevocably and unconditionally obligated to pay 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 Lender its pro rata share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment or an Event of Default or the termination of the Commitments, and that each disbursement (but no such payment shall be made without any off-set, abatement, withholding or reduction whatsoeverdiminish the obligations of the Borrower under Section 2.7(c)). If and Upon notice from the Issuing Lender to the Agent that it has not received any such amount, the Agent shall promptly notify each such other Lender thereof. To the extent that any Revolving Credit such Lender shall not have so made the such amount of such L/C Disbursement available to the Administrative AgentAgent by 2:00 p.m. Eastern Standard Time on the Business Day on which such Lender receives notice from the Agent of such payment or disbursement (it being understood that any such notice received after 12:00 noon Eastern Standard Time on any Business Day shall be deemed to have been received on the next following Business Day), such Revolving Credit Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Lender's account forthwith on demand such amount together with interest thereondemand, for each day from the date such L/C Disbursement is due pursuant amount was to Section 2.04(d) until have been delivered to the Agent to the date such amount is paid to the Administrative Agentpaid, at a rate per annum equal to (A) for the first three (3) days after demand, the Federal Funds Rate from time to time in effect and (B) thereafter, the LIBOR Rate from time to time in effect for Advances. Any such Lender's failure to make available to the Agent its account pro rata share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to the account Agent such other Lender's pro rata share of the Issuing Banksuch payment, as applicable. If such but no Lender shall pay be responsible for the failure of any other Lender to make available to the Administrative Agent such amount for the account other Lender's pro rata share of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Daypayment or disbursement.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay pay, upon request by the Administrative Agent such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Revolving Credit Borrower forthwith on the date due as provided in Section 2.04(d) (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 fundsfunds and on the day specified in such request, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Such request shall be deemed to be a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.03(a) (except that the Borrower shall not be deemed to have made any representations and warranties). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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(d) 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis in accordance with its Percentage of the Commitments in the Letters of Credit issued by the Agent, which participation shall automatically arise upon the issuance of a each Letter of Credit Credit. Each Lender unconditionally agrees that in the event the Agent is not immediately reimbursed by the Issuing Bank Borrowers for the amount paid by the Agent on any draft presented under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 then 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(d) (or which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an that 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 and pay for 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(d) 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 Lender's Percentage of the amount of each draft so paid and in return such Lender shall automatically receive an equivalent percentage participation in the rights of the Agent to obtain reimbursement from the Borrowers for the account amount of such draft, together with interest thereon as provided for herein. The obligations of the Issuing Bank on Lenders to the Agent under this subsection shall be absolute, irrevocable and unconditional under any Business Dayand all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against the Borrowers, the Agent, any other Lender or any other party whatsoever. In the event that any Lender fails to honor its obligation to reimburse the Agent for its Percentage of the amount of any such amount so paid draft, then in that event (i) each other Lender shall pay to the Agent its pro rata share of the payment due the Agent from the defaulting Lender, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of principal shall constitute a L/C Credit Extension made by such draft and (iii) all amounts to which the defaulting Lender on such Business Day for purposes would otherwise be entitled under the terms of this Agreement, and the outstanding principal amount Agreement or any of the L/C Credit Extension made other Loan Documents shall first be applied to reimbursing the Lenders for their respective pro rata shares of the defaulting Lender's portion of the draft, together with interest thereon as provided for herein. Upon reimbursement to the other Lenders (pursuant to clause (iii) above or otherwise) of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's right of recovery against the Borrowers in respect of the draft paid by the Issuing Bank shall be reduced by such amount on such Business DayAgent.

Participations in Letters of Credit. Upon Concurrently with the issuance of each Letter of Credit, the Issuing Lender shall be deemed to have sold and transferred to each Lender with a Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the 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 the Company’s reimbursement obligations with respect thereto. If the Company fails to so reimburse the Issuing Lender by 11:00 a.m., Chicago time, on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency, the Administrative Agent shall promptly notify each Lender of the date and amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(edenominated in an Alternative Currency), and the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter amount of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of thereof, and the Available Amount Company shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to the Dollar Equivalent of such Letter of Credit, effective upon the issuance reimbursement obligations. The Administrative Agent shall promptly notify such Lenders of such Letter deemed request and, without the necessity of Credit. In consideration and in furtherance compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise, such Lender shall make available to the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Administrative Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be paid over by the Administrative Agent to the Issuing Lender for the account of the Company in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each L/C Disbursement Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of the Administrative Agent or any Lender, to deliver to the Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by the Issuing Lender, together with such information related thereto as the Administrative Agent or such Lender may reasonably request. 2.8 Section 2.3.3(a) of the Credit Agreement is amended to read as follows: (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Bank Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Issuing Lender in such Alternative Currency, unless (A) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Issuing Lender promptly following receipt of the notice of drawing that the Company will reimburse the Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m., Chicago time, on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency, the Company shall reimburse the Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Borrower forthwith Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, two percent (2%). The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. 2.9 The first two sentences of Section 2.3.4 of the Credit Agreement are amended to read as follows: If the Issuing Lender makes any payment or disbursement under any Letter of Credit and (a) the Company has not reimbursed the Issuing Lender in full for such payment or disbursement by 11:00 a.m., Chicago time, on the date due as provided of such payment or disbursement, (b) a Revolving Loan cannot be made in accordance with Section 2.04(d2.3.2 or (c) (any reimbursement received by the Issuing Lender from the Company is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) Company or otherwise) by making available for the account of its Applicable Lending Office , each other Lender with a Commitment shall be obligated to pay in Dollars to the Administrative Agent for the account of the Issuing Bank by deposit Lender, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share of the Dollar Equivalent of such payment or disbursement (but no such payment shall diminish the obligations of the Company under Section 2.3.3), and, upon notice from the Issuing Lender, the Administrative Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees to so pay to the Administrative AgentAgent in immediately available funds in Dollars for the Issuing Lender’s Account, in same day funds, an account the amount equal to of such other Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment 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(d) 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Daydisbursement.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit A Lender, and each such Revolving Credit A 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 in an amount for each Revolving Credit A 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 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 Company forthwith on the date due as provided in Section 2.04(d) (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 A Lender acknowledges and agrees that its obligation to acquire and pay for 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 A Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit A 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 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank an L/C Issuer under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e2.03(b), the Issuing Bank 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 whether the Issuing Bank, conditions set forth in Article IV shall have been satisfied) a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share Applicable Percentage of the Available Amount amount of such Letter of CreditCredit available to be drawn, 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 Applicable Percentage of each L/C Disbursement made by the Issuing Bank such L/C Issuer and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d2.03(c) (or which has been so reimbursed but must be returned or restored by the Issuing Bank applicable L/C Issuer because of the occurrence of an event specified in Section 6.01(f8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank applicable L/C Issuer by deposit to the Administrative Agent’s Accountaccount, in same day funds, an amount equal to such Lender’s Pro Rata Share Applicable Percentage of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(c2.03(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 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(d2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicablean L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank an L/C Issuer on any Business Day, such amount so paid in respect of principal shall constitute a an L/C Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the an L/C Credit Extension Advance made by the Issuing Bank an L/C Issuer shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon (a) Concurrently with the issuance of a each Letter of Credit by the Credit, Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Lender with a Revolving Credit LenderLoan Commitment, and each such other Lender with a Revolving Credit Lender Loan Commitment shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Lender’s Pro Rata Revolving Share, a participation 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 with a Revolving Loan Commitment make a Revolving Loan which is a Base Rate Loan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligation. Agent shall promptly notify Lenders that have a Revolving Loan Commitment of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 or 4.2, each such Lender shall make available to Agent its Pro Rata Revolving Share of the Available Amount such Loan. The proceeds of such Loan shall be paid over by Agent 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, effective upon the issuance of such Letter of Credit. In consideration Credit 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 (i) Borrower has not reimbursed Issuing Lender in full for such payment or disbursement in accordance with Section 2.3.3, (ii) a Revolving Loan may not be made pursuant to Section 2.3.4(a) or (iii) any reimbursement received by the Issuing Lender from Borrower forthwith on the date due as provided in Section 2.04(d) (is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) any Loan Party or otherwise) by making available for the account of its Applicable Lending Office , each other Lender with a Revolving Loan Commitment shall be irrevocably and unconditionally obligated to the Administrative pay to 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 Lender its Pro Rata Revolving Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment or an Event of Default or the termination of the Commitments, and that each disbursement (but no such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to diminish the extent that any Revolving Credit Lender shall not have so made the amount Obligations 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 Borrower under 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 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day2.3.

Participations in Letters of Credit. Upon (a) Concurrently with the issuance of a each Letter of Credit by the Credit, Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Revolving Credit other Lender, and each such Revolving Credit other Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Lender's Pro Rata Revolving Share, a participation 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 a Revolving Loan which is a Base Rate Loan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligation. Agent shall promptly notify Lenders in writing of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 or 4.2, each Lender shall make available to Agent its Pro Rata Revolving Share of the Available Amount such Loan. The proceeds of such Loan shall be paid over by Agent to Issuing Lender (or, at Agent's discretion, to the issuer of any letter of credit in respect of which Issuing Lender has delivered a participation agreement) 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, effective upon the issuance of such Letter of Credit. In consideration Credit 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 (i) Borrower has not reimbursed Issuing Lender in full for such payment or disbursement in accordance with Section 2.3.3, (ii) a Revolving Loan may not be made pursuant to Section 2.3.4(a) or (iii) any reimbursement received by the Issuing Lender from Borrower forthwith on the date due as provided in Section 2.04(d) (is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) any Loan Party or otherwise) by making available for the account of its Applicable Lending Office , each other Lender shall be irrevocably and unconditionally obligated to the Administrative pay to 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 Lender its Pro Rata Revolving Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment or an Event of Default or the termination of the Commitments, and that each disbursement (but no such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to diminish the extent that any Revolving Credit Lender shall not have so made the amount Obligations 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 Borrower under 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 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day2.3.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 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 Revolving Credit Borrower forthwith on the date due as provided in Section 2.04(d) (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 and pay for 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(d) 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing BankLender, a participation without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit in an amount for each and Borrower’s reimbursement obligations with respect thereto. (For purposes of clarification, to the extent the Issuing Lender is also a Revolving Credit Lender equal to such Lender’s Pro Rata Share , Letters 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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made issued by the Issuing Bank and Lender shall not reimbursed by be included in the Borrower forthwith on the date due as provided in Section 2.04(d) (or which has been so reimbursed but must be returned or restored by the Issuing Bank because calculation of such Revolving Credit Lender’s Commitment Percentage of the occurrence of an event specified Revolving Credit Commitment (other than any participation obligations as a Revolving Credit Lender).) If Borrower does not pay any reimbursement obligation when due, Borrower shall be deemed to have immediately requested that the Revolving Credit Lenders make a Revolving Loan which is a Base Rate Loan 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 a principal amount equal to such Lender’s reimbursement obligations. Administrative Agent shall promptly notify such Revolving Credit Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise such Lender shall make available to Administrative Agent its Pro Rata Share of such L/C DisbursementRevolving Loan. Each The proceeds of such Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 Loan shall be made without any off-set, abatement, withholding or reduction whatsoever. If and paid over by Administrative Agent to the extent that any Revolving Credit Issuing 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(d) 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 Borrower in satisfaction of such reimbursement obligations. For the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of Administrative Agent or any Revolving Credit Lender, to deliver to Administrative Agent or such Revolving Credit Lender a list of all outstanding principal amount Letters of the L/C Credit Extension made issued by the Issuing Bank shall be reduced by Lender, together with such amount on information related thereto as Administrative Agent or such Business DayRevolving Credit Lender may reasonably request.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Lender (which term shall not, for purposes of this Section 2.3.2, include the Issuing Lender) with a Revolving Credit LenderCommitment, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing BankLender, a participation 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 the Borrowers’ reimbursement obligations with respect thereto. If the Borrowers do not pay any reimbursement obligation when due under any Letter of Credit, the Borrowers shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligations. The Administrative Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise such Lender shall make available to the Administrative Agent its Pro Rata Share of the Available Amount such Loan. The proceeds of 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 Loan shall be paid over by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (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 to the Issuing Lender for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, Borrowers in same day funds, an amount equal to such Lender’s Pro Rata Share satisfaction of such L/C Disbursementreimbursement obligations. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 For 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(d) 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of the L/C Administrative Agent, to deliver to the Administrative Agent or Lender a list of all outstanding Letters of Credit Extension made issued by the Issuing Bank shall be reduced by Lender, together with such amount on such Business Dayinformation related thereto as the Administrative Agent or any Lender may reasonably request.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s '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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s '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) (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 's Account, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 set-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(d) 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the Issuing Bank applicable L/C Issuer shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from such L/C Issuer, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Lender’s Pro Rata Share, a participation in such Letter of Credit and Borrowers’ reimbursement obligations with respect thereto, which in an each case shall be determined in US Dollars. If Borrowers do not pay any reimbursement obligation when due, Borrowers shall be deemed to have immediately requested that the Lenders make a Revolving Loan under the applicable Revolving Loan Commitment under which such Letter of Credit was issued which is a Base Rate Loan in a principal amount for each Revolving Credit Lender of US Dollars equal to such Lender’s Pro Rata Share of the Available Amount reimbursement obligations in accordance with Section 3.1. Administrative Agent shall promptly notify Lenders of such Letter deemed request and, without the necessity of Creditcompliance with the requirements of Section 2.6.2, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoingSection 17.2 or otherwise, each Revolving Credit such Lender hereby absolutely and unconditionally agrees shall make available 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) (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 its Pro Rata Share of such Loan. The proceeds of such Loan shall be paid over by Administrative Agent to the applicable L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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(d) 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 Issuer for the account of Borrowers in satisfaction of the Issuing Bank on any Business Day, US Dollar Equivalent of such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for reimbursement obligations. For the purposes of this Agreement, and the outstanding principal amount unparticipated portion of each Letter of Credit shall be deemed to be the applicable L/C Issuer’s “participation” therein. Each L/C Issuer shall (i) notify Administrative Agent of the issuance of any Letter of Credit Extension made by the Issuing Bank shall be reduced and, upon request of Administrative Agent or any Lender, and (ii) deliver to Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by such amount on L/C Issuer, together with such Business Dayinformation related thereto as Administrative Agent or such Lender may reasonably request.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 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 US Borrowers or the Foreign Borrower forthwith on the date due as provided in Section 2.04(d) (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 fundsfunds in the Applicable Currency, 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 and pay for 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 bankruptcy or similar proceeding or any other 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 AgentAgent in the Applicable Currency, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount in the Applicable Currency 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 AgentAgent (i) in the case of Letters of Credit denominated in Dollars, at the Federal Funds Rate and (ii) in the case of Letters of Credit denominated in a Foreign Currency, at the Administrative Agent’s average cost of carrying such amount, in such case 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s '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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay pay, upon one Business Day following the issuance of written notice by the Issuing Bank, such Lender’s '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) (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 otherwise2.04(c) 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 's Account, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 its Pro Rata Share of 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(d2.04(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 such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent its Pro Rata Share of the amount of such amount L/C Disbursement, plus any applicable interest, for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a) or the deemed issuance of the any Existing Letter of Credit under Section 2.01(e2.01(c), the such Issuing Bank 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 purchased from the such Issuing Bank, a participation in such Letter of Credit 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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the any Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d2.04(c) (or which has been so reimbursed but must be returned or restored by the such 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 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 and pay for 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(d2.04(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 such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon (a) Concurrently with the issuance of a each Letter of Credit by the Credit, Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Lender with a Revolving Credit LenderLoan Commitment, and each such other Lender with a Revolving Credit Lender Loan Commitment shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Lender’s Pro Rata Revolving Share, a participation in such Letter of Credit and Borrower’s reimbursement obligations with respect thereto. To the knowledge of Agent and Lenders, either (i) no portion of any interest in an such Letter of Credit shall be held with “plan assets” of any “benefit plan investor” within the meaning of Section (3)(42) of ERISA or (ii) the interest in such Letter of Credit will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the IRC. If Borrower does not pay any reimbursement obligation when due, then Borrower shall be deemed to have immediately requested that Lenders with a Revolving Loan Commitment make a Revolving Loan which is a Base Rate Loan in a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligation. Agent shall promptly notify Lenders that have a Revolving Loan Commitment of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 or 4.2 or, each such Lender shall make available to Agent its Pro Rata Revolving Share of the Available Amount such Loan. The proceeds of such Loan shall be paid over by Agent 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, effective upon the issuance of such Letter of Credit. In consideration Credit 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 (i) Borrower has not reimbursed Issuing Lender in full for such payment or disbursement in accordance with Section 2.3.3, (ii) a Revolving Loan may not be made pursuant to Section 2.3.4(a) or (iii) any reimbursement received by the Issuing Lender from Borrower forthwith on the date due as provided in Section 2.04(d) (is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) any Loan Party or otherwise) by making available for the account of its Applicable Lending Office , each other Lender with a Revolving Loan Commitment shall be irrevocably and unconditionally obligated to the Administrative pay to 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 Lender its Pro Rata Revolving Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment or an Event of Default or the termination of the Commitments, and that each disbursement (but no such payment shall be made without any off-set, abatement, withholding or reduction whatsoever. If and to diminish the extent that any Revolving Credit Lender shall not have so made the amount Obligations 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 Borrower under 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 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day2.3.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the such Issuing Bank 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 purchased from the such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s '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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s 's Pro Rata Share of each L/C Disbursement made by the such Issuing Bank Bank, if such L/C Disbursement is not repaid with Revolving Credit Advances pursuant to Section 2.03(d)(ii) and if such L/C Disbursement is not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (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) 2.04(e), by making available on such due date for the account of its Applicable Lending Office to the Administrative Agent for the account of the such Issuing Bank by deposit to the Administrative Agent’s 's Account, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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(d2.04(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 such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon (a) Concurrently with the issuance of a each Letter of Credit by the Credit, Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each other Lender with a Revolving Credit LenderLoan Commitment, and each such other Lender with a Revolving Credit Lender Loan Commitment shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from Issuing Lender, without recourse or warranty, an undivided interest and participation, to the Issuing Bankextent of such Lender’s Pro Rata Revolving Share, a participation in such Letter of Credit and Borrowers’ reimbursement obligations with respect thereto. If Borrowers do not pay any reimbursement obligation when due, then Borrowers shall be deemed to have immediately requested that Lenders with a Revolving Loan Commitment make a Revolving Loan which is a Base Rate Loan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligation. Agent shall promptly notify Lenders that have a Revolving Loan Commitment of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 or 4.2, each such Lender shall make available to Agent its Pro Rata Revolving Share of the Available Amount such Loan. The proceeds of such Loan shall be paid over by Agent to Issuing Lender for the account of Borrowers in satisfaction of such reimbursement obligations. (b) If Issuing Lender makes any payment or disbursement under any Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration Credit 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 (i) Borrowers have not reimbursed Issuing Lender in full for such payment or disbursement in accordance with Section 2.3.3, (ii) a Revolving Loan may not be made pursuant to Section 2.3.4(a) or (iii) any reimbursement received by the Borrower forthwith on the date due as provided in Section 2.04(d) (Issuing Lender from Borrowers is or which has been so reimbursed but must be returned or restored by the Issuing Bank because rescinded upon or during any bankruptcy or reorganization of the occurrence of an event specified in Section 6.01(f) any Loan Party or otherwise) by making available for the account of its Applicable Lending Office , each other Lender with a Revolving Loan Commitment shall be irrevocably and unconditionally obligated to the Administrative pay to 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 Lender its Pro Rata Revolving Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 payment or an Event of Default or the termination of the Commitments, and that each disbursement (but no such payment shall be made without diminish the Obligations of Borrowers under Section 2.3.3). Upon notice from Issuing Lender to Agent that it has not received any off-setsuch amount, abatement, withholding or reduction whatsoeverAgent shall promptly notify each such other Lender thereof. If and to To the extent that any Revolving Credit such Lender shall not have so made such amount available to Agent by 2:00 p.m. Chicago time on the amount Business Day on which such Lender receives notice from Agent of such L/C Disbursement available payment or disbursement (it being understood that any such notice received after 12:00 noon Chicago time on any Business Day shall be deemed to have been received on the Administrative Agentnext following Business Day), such Revolving Credit Lender agrees to pay interest on such amount to the Administrative Agent for Issuing Lender’s account forthwith on demand such amount together with interest thereondemand, for each day from the date such L/C Disbursement is due pursuant amount was to Section 2.04(d) until have been delivered to Agent to the date such amount is paid to the Administrative Agentpaid, at a rate per annum equal to (x) for the first 3 days after demand, the Federal Funds Rate from time to time in effect and (y) thereafter, the Base Rate from time to time in effect for Revolving Loans. Any such Lender’s failure to make available to Agent its account Pro Rata Revolving Share of any such payment or the account disbursement shall not relieve any other Lender of the Issuing Bankits obligation hereunder to make available to Agent such other Lender’s Pro Rata Revolving Share of such payment, as applicable. If such but no Lender shall pay be responsible for the failure of any other Lender to the Administrative make available to Agent such amount for the account other Lender’s Pro Rata Revolving Share of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Daypayment or disbursement.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank L/C Issuer under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e2.03(b), the Issuing Bank 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 purchased from the Issuing BankL/C Issuer, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share Applicable Percentage of the Available Amount amount of such Letter of CreditCredit available to be drawn, 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 Applicable Percentage of each L/C Disbursement made by the Issuing Bank L/C Issuer and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d2.03(c) (or which has been so reimbursed but must be returned or restored by the Issuing Bank L/C Issuer because of the occurrence of an event specified in Section 6.01(f8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank L/C Issuer by deposit to the Administrative Agent’s Accountaccount, in same day funds, an amount equal to such Lender’s Pro Rata Share Applicable Percentage of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(c2.03(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 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(d2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicableL/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank L/C Issuer on any Business Day, such amount so paid in respect of principal shall constitute a an L/C Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of an L/C Advance made by the L/C Credit Extension made by the Issuing Bank Issuer shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e2.01(d), the such Issuing Bank 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 purchased from the such Issuing Bank, a participation in such Letter of Credit 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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the any Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (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 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 and pay for 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(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the relevant Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the any Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Revolving Credit LenderLender with a Commitment, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing BankLender, a participation 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, Borrower shall be deemed to have immediately requested that the Lenders make a Loan which is a Base Rate Loan 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 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(d) (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 a principal amount equal to such Lender’s reimbursement obligations. The Agent shall promptly notify such Lenders of such deemed request and, such Lender shall make available to the Agent its Pro Rata Share of such L/C DisbursementLoan. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(c) in respect The proceeds 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 Loan shall be made without any off-set, abatement, withholding or reduction whatsoever. If and paid over by the Agent to the extent that any Revolving Credit Issuing 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(d) 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 Borrower in satisfaction of such reimbursement obligations. For the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender's "participation" therein. The Issuing Lender hereby agrees, upon request of the L/C Agent or any Lender, to deliver to the Agent or such Lender a list of all outstanding Letters of Credit Extension made issued by the Issuing Bank shall be reduced by Lender, together with such amount on information related thereto as the Agent or such Business DayLender may reasonably request.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s '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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s '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) (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 's Account, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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(d) 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Each Revolving Credit Lender shall participate on a pro rata basis based on its Revolving Credit Percentage in the Letters of Credit issued by the Issuing Bank, which participation shall automatically arise upon the issuance of each such Letter of Credit (such participations to ratably (based on the Revolving Credit Percentages) count against the Revolving Credit Commitments of the Revolving Credit Lenders when the Letters of Credit are issued). Each Revolving Credit Lender unconditionally agrees that whether or not a Default or Event of Default has occurred and is continuing, in the event the Issuing Bank is not immediately reimbursed by the Company for the amount paid by the Issuing Bank on any draft presented to it under a Letter of Credit issued by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)it, then the Issuing Bank shall be deemed, without further action by any party hereto, to have sold give prompt notice thereof to each Revolving Credit Lender, Lender and in that event each such Revolving Credit Lender shall thereafter pay to the Issuing Bank an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of such unpaid reimbursement obligation, such payment to be deemed, without further action by any party hereto, to have purchased from made in immediately available funds at the Issuing Bank's lending office designated on its signature page hereof (or on an Assignment Agreement delivered pursuant to Section 12.12 hereof), a participation in together with interest on such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of accrued from the Available Amount of such Letter of Credit, effective upon date 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 related payment was made by the Issuing Bank and not reimbursed by the Borrower forthwith on to the date due as provided in Section 2.04(dof such payment by such participating Revolving Credit Lender at a rate per annum equal to (x) (or which has been so reimbursed but must be returned or restored from the date the related payment was made by the Issuing Bank because of or, if later, 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 date of the Issuing Bank by deposit Bank's notice thereof to such Revolving Credit Lender, to the Administrative Agent’s Accountdate two (2) Business Days after payment by such Bank is due hereunder, in same the Fed Funds Rate for each such day fundsand (y) from the date two (2) Business Days after the date such payment is due from such Bank to the date such payment is made by such Bank, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each the Base Rate plus the Applicable Margin for the Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay Base Rate Portion in effect for 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 whatsoeverday. If and to In the extent event that any Revolving Credit Lender shall not have so made fails to honor its obligation to reimburse the Issuing Bank for its pro rata share of the amount of any such L/C Disbursement available to draft, then in that event the Administrative Agent, such defaulting Revolving Credit Lender agrees shall have no right to pay participate in any recoveries from the Company in respect of such draft, and (without limiting the other rights of the Issuing Bank against such defaulting Revolving Credit Lender) all amounts to which the defaulting Revolving Credit Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing the Issuing Bank for the defaulting Revolving Credit Lender's portion of the draft, together with interest thereon at the rate provided for herein. Upon reimbursement to the Administrative Agent forthwith on demand such Issuing Bank (pursuant to the above or otherwise) of the amount due it in respect of the defaulting Revolving Credit Lender's share of the draft, together with interest thereon, for each day from the date defaulting Revolving Credit Lender shall thereupon be entitled to its participation in such L/C Disbursement is due pursuant to Section 2.04(d) until Issuing Bank's rights of recovery against the date such amount is Company in respect of the draft paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of by 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis in accordance with its Facility A Commitment in the Letters of Credit issued by the Agent, which participation shall automatically arise upon the issuance of a each Letter of Credit Credit. Each Lender unconditionally agrees that in the event the Agent is not immediately reimbursed by the Issuing Bank applicable Borrower for the amount paid by the Agent on any draft presented under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 then 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(d) (or which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an that 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 and pay for 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(d) 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 Lender's pro rata share of the amount of each draft so paid and in return such Lender shall automatically receive an equivalent percentage participation in the rights of the Agent to obtain reimbursement from such Borrower for the account amount of such draft, together with interest thereon as provided for herein. The obligations of the Issuing Bank on Lenders to the Agent under this subsection shall be absolute, irrevocable and unconditional under any Business Dayand all circumstances whatsoever (except, without limiting the Borrowers' obligations under each Application, to the extent the Borrowers are relieved from their obligation to reimburse the Agent for a drawing under a Letter of Credit because of the Agent's gross negligence or willful misconduct in determining that documents received under a Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against either Borrower, the Agent, any other Lender or any other party whatsoever. In the event that any Lender fails to honor its obligation to reimburse the Agent for its pro rata share of the amount of any such amount so paid draft, then in that event (i) each other Lender shall pay to the Agent its pro rata share of the payment due the Agent from the defaulting Lender, (ii) the defaulting Lender shall have no right to participate in any recoveries from such Borrower in respect of principal shall constitute a L/C Credit Extension made by such draft and (iii) all amounts to which the defaulting Lender on such Business Day for purposes would otherwise be entitled under the terms of this Agreement, and the outstanding principal amount Agreement or any of the L/C Credit Extension made other Loan Documents shall first be applied to reimbursing the Lenders for their respective pro rata shares of the defaulting Lender's portion of the draft, together with interest thereon as provided for herein. Upon reimbursement to the other Lenders (pursuant to clause (iii) above or otherwise) of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's right of recovery against the applicable Borrower in respect of the amount paid by the Issuing Bank shall be reduced by such amount on such Business DayAgent under the Letter of Credit.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing BankLender, a participation without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit in an amount for each and Borrower’s reimbursement obligations with respect thereto. (For purposes of clarification, to the extent the Issuing Lender is also a Revolving Credit Lender equal to such Lender’s Pro Rata Share , Letters 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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made issued by the Issuing Bank and Lender shall not reimbursed by be included in the Borrower forthwith on the date due as provided in Section 2.04(d) (or which has been so reimbursed but must be returned or restored by the Issuing Bank because calculation of such Revolving Credit Lender’s Commitment Percentage of the occurrence of an event specified Revolving Credit Commitment (other than any participation obligations as a Revolving Credit Lender).) If Borrower does not pay any reimbursement obligation when due, Borrower shall be deemed to have immediately requested that the Revolving Credit Lenders make a Revolving Loan which is a Base Rate Loan 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 a principal amount equal to such Lender’s reimbursement obligations. Administrative Agent shall, on each Settlement Date, notify the Revolving Credit Lenders of each such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise such Lender shall make available to Administrative Agent its Pro Rata Share of such L/C DisbursementRevolving Loans in accordance with Section 2.6 hereof. Each The proceeds of such Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 Loan shall be made without any off-set, abatement, withholding or reduction whatsoever. If and paid over by Administrative Agent to the extent that any Revolving Credit Issuing 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(d) 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 Borrower in satisfaction of such reimbursement obligations. For the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of Administrative Agent or any Revolving Credit Lender, to deliver to Administrative Agent or such Revolving Credit Lender a list of all outstanding principal amount Letters of the L/C Credit Extension made issued by the Issuing Bank shall be reduced by Lender, together with such amount on information related thereto as Administrative Agent or such Business DayRevolving Credit Lender may reasonably request.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 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(d) (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 Event of its Applicable Lending Office Default, each Fronting Letter of Credit Lenders shall give notice to the Administrative Agent requiring that the Lenders participate in all Letters of Credit outstanding. Such notice shall specify the aggregate Face Amount of Letters of Credit Outstanding to such Fronting Letter of Credit Lender in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent shall give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Face Amount. Each Lender shall upon receipt of notice as provided above, pay to the Administrative Agent, for the account of the Issuing Bank by deposit to the Administrative Agent’s Accountapplicable Fronting Letter of Credit Lender, in same day funds, an amount equal to such Lender’s Pro Rata Share Applicable Percentage of the Face Amount of such L/C DisbursementLetters of Credit. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations in Letters of Credit 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 reduction or the termination of the Commitments, and that each such payment shall be made without any off-setoffset, abatement, withholding or reduction whatsoever. If Each Lender shall comply with its obligation under this Section by wire transfer of immediately available funds, and the Administrative Agent shall promptly pay to the extent that any Revolving applicable Fronting Letter of Credit Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Letters of Credit acquired pursuant to this Section and thereafter payments in respect of such Letters of Credit shall be made to the Administrative Agent and not to the applicable Fronting Letter of Credit Lender. Any amounts received by the Fronting Letter of Credit Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Letter of Credit after receipt by the applicable Fronting Letter of Credit Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this Section, as their interests may appear. The purchase of participations in a Letter of Credit pursuant to this Section shall not have so made relieve the amount Borrower of any default in the payment or reimbursement thereof. Each Fronting Letter of Credit Lender shall, with respect to any Letter of Credit issued by it, upon the date on which any final and non-appealable order, judgment or other such L/C Disbursement available determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining such Fronting Letter of Credit Lender from paying under such Letter of Credit, pay to the Administrative Agent, for the account of the applicable Lenders, an amount equal to the aggregate of (y) the difference between the amount paid to such Revolving Fronting Letter of Credit Lender agrees pursuant to pay this Section and the amounts paid by such Fronting Letter of Credit Lender under such Letter of Credit, and (z) interest on such amount, if any, determined at such Fronting Letter of Credit Lender’s applicable wholesale deposit rate for the relevant currency. Each Fronting Letter of Credit Lender shall, with respect to any Letter of Credit issued by it, upon the earlier of (i) the date on which either (y) the original counterpart of such Letter of Credit is returned to such Fronting Letter of Credit Lender for cancellation, or (z) such Fronting Letter of Credit Lender is released by the Beneficiary from any further obligations in respect thereof; and (ii) the expiry (to the Administrative Agent forthwith on demand extent permitted by Law) of such amount together with interest thereonLetter of Credit, 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 pay 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 Dayapplicable Lenders, an amount equal to the aggregate of (y) the difference between the amount paid to such amount so Fronting Letter of Credit Lender pursuant to this Section and the amounts paid in respect of principal shall constitute a L/C Credit Extension made by such Fronting Letter of Credit Lender under such Letter of Credit, and (z) interest on such Business Day amount, if any, determined at such Fronting Letter of Credit Lender’s applicable wholesale deposit rate for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Dayrelevant currency.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank an L/C Issuer under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e2.03(b), the Issuing Bank 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 whether the Issuing Bank, conditions set forth in Article IV shall have been satisfied) a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share Applicable Percentage of the Available Amount amount of such Letter of CreditCredit available to be drawn, 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 Applicable Percentage of each L/C Disbursement made by the Issuing Bank such L/C Issuer and not reimbursed by the Borrower Borrowers forthwith by 1:00 p.m. on the date due as provided in Section 2.04(d2.03(c) (or which has been so reimbursed but must be returned or restored by the Issuing Bank applicable L/C Issuer because of the occurrence of an event specified in Section 6.01(f8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of its Applicable applicable Lending Office to the Administrative Agent for the account of the Issuing Bank applicable L/C Issuer by deposit to the Administrative Agent’s Accountaccount, in same day funds, an amount equal to such Lender’s Pro Rata Share Applicable Percentage of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(c2.03(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 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(d2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicablean L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank an L/C Issuer on any Business Day, such amount so paid in respect of principal shall constitute a an L/C Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the an L/C Credit Extension Advance made by the Issuing Bank an L/C Issuer shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the such Issuing Bank 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 purchased from the such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit 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 Revolving Credit Lender hereby absolutely and unconditionally Alliance Resource Fourth Amended and Restated Credit Agreement agrees to pay such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (or which has been so reimbursed but must be returned or restored on demand by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) Administrative Agent by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the 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 and pay for 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(d2.04(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 such Issuing Bank, as applicable. If such Revolving Credit Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e), the Issuing Bank 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 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(d) (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 otherwise2.04(d)(i) 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 and pay for 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 AgentAgent for the account of the Issuing Bank, such Revolving Credit Lender agrees to pay to the Administrative Agent for the account of the Issuing Bank 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 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 L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Concurrently with the issuance of a each Letter of Credit by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Lender with a Revolving Credit LenderLoan Commitment, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing BankLender, a participation 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 the Companies’ reimbursement obligations with respect thereto. If the Companies do not pay any reimbursement obligation when due, the Companies shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in an a principal amount for each Revolving Credit Lender equal to such Lender’s reimbursement obligations; provided, however, that WFS Europe and WFS Singapore shall have no repayment obligations in connection with such Base Rate Loans resulting from unpaid reimbursement obligations in connection with Letters of Credit issued solely for the account of WFS. The Administrative Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, 12.2 or otherwise such Lender shall make available to the Administrative Agent its Pro Rata Share of the Available Amount such Loan. The proceeds of 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 Loan shall be paid over by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (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 to the Issuing Lender for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, Companies in same day funds, an amount equal to such Lender’s Pro Rata Share satisfaction of such L/C Disbursementreimbursement obligations. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for 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 For 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(d) 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of the L/C Administrative Agent or any Lender, to deliver to the Administrative Agent or such Lender a list of all outstanding Letters of Credit Extension made issued by the Issuing Bank shall be reduced by Lender, together with such amount on information related thereto as the Administrative Agent or such Business DayLender may reasonably request.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a) or the deemed issuance of the each Existing Letter of Credit under Section 2.01(e2.01(c), the such Issuing Bank 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 purchased from the such Issuing Bank, a participation in such Letter of Credit 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 Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the such Issuing Bank Bank, if such L/C Disbursement is not repaid with Revolving Credit Advances pursuant to Section 2.03(d)(ii) and if such L/C Disbursement is not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (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) 2.04(c), by making available on such due date for the account of its Applicable Lending Office to the Administrative Agent for the account of the 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 and pay for 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(d2.04(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 such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank an L/C Issuer under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e2.03(b), the Issuing Bank 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 whether the Issuing Bank, conditions set forth in Article IV shall have been satisfied) a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share Applicable Percentage of the Available Amount amount of such Letter of CreditCredit available to be drawn, 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 Applicable Percentage of each L/C Disbursement made by the Issuing Bank such L/C Issuer and not reimbursed by the Borrower forthwith by 1:00 p.m. on the date due as provided in Section 2.04(d2.03(c) (or which has been so reimbursed but must be returned or restored by the Issuing Bank applicable L/C Issuer because of the occurrence of an event specified in Section 6.01(f8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of its Applicable applicable Lending Office to the Administrative Agent for the account of the Issuing Bank applicable L/C Issuer by deposit to the Administrative Agent’s Accountaccount, in same day funds, an amount equal to such Lender’s Pro Rata Share Applicable Percentage of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire and pay for participations pursuant to this Section 2.03(c2.03(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 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(d2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicablean L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank an L/C Issuer on any Business Day, such amount so paid in respect of principal shall constitute a an L/C Credit Extension Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the an L/C Credit Extension Advance made by the Issuing Bank an L/C Issuer shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon (a) On and after the Amendment Effective Date, the Existing Letters of Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to Section 5.7, and reimbursement of costs and expenses to the extent provided herein, Letters of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. The Existing Letters of Credit other than the FDTH Loan Note Guaranty shall be deemed to be Tranche A Letters of Credit and the FDTH Loan Note Guaranty shall be deemed to be a Tranche B Letter of Credit the issuance of which was requested by the U.K. Borrower for the account of FDTH, a Letter of Credit by U.K. Obligor. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank under Section 2.03(a) on the Amendment Effective Date, without recourse or the deemed issuance of the warranty, an undivided interest and participation in each such Existing Letter of Credit under Section 2.01(e)and the applicable Borrower's reimbursement obligation with respect thereto in an amount equal to such Lender's Percentage. (b) Concurrently with the issuance of each Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, deemed to have sold and transferred to each Revolving Credit other Lender, and each such Revolving Credit other Lender shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, a participation without recourse or warranty, an undivided interest and participation, to the extent of such other Lender's Percentage, in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of and the Available Amount of such Letter of Credit, effective upon applicable Borrower's reimbursement obligations with respect thereto. For 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(d) (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 and pay for 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(d) 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 L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount unparticipated portion of the L/C each Letter of Credit Extension made by shall be deemed to be the Issuing Bank's "participation" therein. The Issuing Bank shall be reduced by hereby agrees, upon request of any Lender, to deliver to such amount on Lender a list of all outstanding Letters of Credit, together with such Business Dayinformation related thereto as such other Lender may reasonably request.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis in the issuance of a Letter Letters of Credit issued by the Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e)Administrative Agent, the Issuing Bank which participation 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 purchased from the Issuing Bank, a participation in such Letter of Credit 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 automatically arise upon the issuance of such each Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Each Lender hereby absolutely and unconditionally agrees that in the event the Company fails 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) (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 and pay for 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(d) until the date such amount is paid to the Administrative Agent, Reimbursement Obligation at the Federal Funds Rate for its account or the account of the Issuing Banktime required by Section 1.4(d) hereof, as applicable. If then in that event such Lender shall pay to the Administrative Agent such Lender's pro rata share of such unpaid Reimbursement Obligation based on the percentage which its Revolving Credit Commitment bears to the aggregate of the Revolving Credit Commitments and in return such Lender shall automatically receive an equivalent percentage participation in each payment received in respect of the relevant Reimbursement Obligation, together with interest thereon as provided for herein. The obligations of the Lenders to the Administrative Agent under this subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against the Company, the Administrative Agent, any other Lender or any other party whatsoever. In the event that any Lender fails to honor its obligation to reimburse the Administrative Agent for its pro rata share of the amount of any such draft, then in that event (i) each other Lender shall pay its pro rata share of the payment due the Administrative Agent from the defaulting Lender (provided no Lender 6 shall be required under this Section to make such payment to the extent the amount so paid by such Lender, when taken together with such Lender's share of the Loans and credit risk on Letters of Credit, would exceed its Revolving Credit Commitment), (ii) the defaulting Lender shall have no right to participate in any recoveries from the Company in respect of such draft and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement or any of the other Loan Documents shall first be applied to reimbursing the Lenders for their respective pro rata shares of the defaulting Lender's portion of the draft, together with interest thereon as provided for herein. Upon reimbursement to the other Lenders (pursuant to clause (iii) above or otherwise) of the amount advanced by them to the Administrative Agent in respect of the defaulting Lender's share of the draft together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Administrative Agent's right of recovery against the Company in respect of the draft paid by the Administrative Agent. The L/C Issuance Fee and L/C Administration Fee shall be solely for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal Administrative Agent and shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made not be shared by the Issuing Bank shall be reduced by such amount on such Business Dayother Lenders.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a) or the deemed issuance of the Existing Letter of Credit under Section 2.01(e1)a)i), the such Issuing Bank 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 purchased from the such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit 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 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 the such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) (or which has been so reimbursed but must be returned or restored on demand by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) Administrative Agent by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the 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 and pay for 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(d2.04(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 such Issuing Bank, as applicable. If such Revolving Credit Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Letter of Credit Extension Advance made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Letter of Credit Extension Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.