Common use of Participations Clause in Contracts

Participations. (i) By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Revolving Letter of Credit equal to such Revolving Facility Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, Agent in U.S. Dollars such Revolving Facility Lender’s Applicable Revolving Facility Percentage of each LC Revolving L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving CommitmentsFacility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section 2.11(f) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the Issuing Bank that is the issuer thereof Lender or the Revolving Lenders, such the Issuing Bank Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit on the terms provided herein or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter . In consideration and in furtherance of Credit and has received from any the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s Applicable Percentage of the applicable each LC Disbursement in respect made by the Issuing Lender promptly upon the request of the Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Each such payment shall be made in accordance the same manner as provided in Section 2.08 with respect to Loans made by such Revolving Lender (and Section 2.05(e)(i2.08 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), if and the Administrative Agent receives for shall promptly pay to the account Issuing Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds pursuant to paragraph (f) of Cash Collateral applied thereto by the Administrative Agent)this Section, the Administrative Agent will shall distribute such payment to the Issuing Lender or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Revolving Lenders and the Issuing Lender its Applicable Percentage thereof in the same funds as those received their interests may appear. Any payment made by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank a Revolving Lender pursuant to Section 2.05(e)(i) is required this paragraph to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by reimburse the Issuing Bank in Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its discretion), each Revolving Lender shall pay obligation to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank, and without any further action on the part of the Issuing Bank that is the issuer thereof Banks or the Lenders, (i) in the case of a Multicurrency Issuing Bank, such Multicurrency Issuing Bank hereby grants to each Revolving Multicurrency Lender, and each Revolving Multicurrency Lender hereby irrevocably and unconditionally acquires from such Multicurrency Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit and (ii) in the case of a Dollar Issuing Bank, such Dollar Issuing Bank hereby grants to each Dollar Lender, and each Dollar Lender hereby acquires from such Dollar Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Dollar Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving applicable Class of Commitments. In consideration and in furtherance of the foregoing, (x) each Multicurrency Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for the account of each Multicurrency Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by each such Multicurrency Issuing Bank and (y) each Dollar Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of each Dollar Issuing Bank, such Lender’s Applicable Dollar Percentage of each LC Disbursement made by each such Dollar Issuing Bank, in each case, in respect of Letters of Credit promptly upon the request of each such Issuing Bank (which such request shall be made by such Issuing Bank in accordance with the notice requirements applicable to the Borrower with respect to a request for Loans in Section 2.03) at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.06 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iLenders), if and the Administrative Agent receives for the account of shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agentpursuant to Section 2.05(f), the Administrative Agent will shall distribute such payment to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to Section 2.05(e)(i) is required this paragraph to be returned under any of the circumstances described in Section 9.08 (including reimburse an Issuing Bank, then to such Lenders and such Issuing Banks as their interests may appear. Any payment made by a Lender pursuant to any settlement entered into by the this paragraph to reimburse an Issuing Bank in for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its discretion), each Revolving Lender shall pay obligation to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the any Issuing Bank that is the issuer thereof or the Revolving Lenders, such each U.S. Issuing Bank hereby grants to each U.S. Revolving LenderLender (with respect to each U.S. Letter of Credit) and each Multicurrency Issuing Bank hereby grants to each Multicurrency Revolving Lender (with respect to each Multicurrency Letter of Credit), and each U.S. Revolving Lender hereby irrevocably and unconditionally acquires from such each U.S. Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such U.S. Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit and each Multicurrency Revolving Lender hereby acquires from each Multicurrency Issuing Bank, a participation in such Multicurrency Letter of Credit equal to such Multicurrency Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Multicurrency Letter of Credit. In consideration and in furtherance of the foregoing, (i) each U.S. Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable U.S. Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such the applicable U.S. Issuing Bank and not reimbursed by the U.S. Borrower on the date due as provided in paragraph (f) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the U.S. Borrower for any reason and (ii) each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Multicurrency Administrative Agent, for the account of the applicable Multicurrency Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable Multicurrency Issuing Bank and not reimbursed by the Borrowers; in each case, on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to either Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of any Issuing Bank or any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “Applicable Lender”), the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank Banks hereby grants grant to each Revolving Applicable Lender, and each Revolving Applicable Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Applicable Lender’s Applicable Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing BankBanks, such Revolving Applicable Lender’s Applicable Percentage (after giving effect to the reallocation provisions of paragraph (k) below) of each LC Disbursement made by such the Issuing Bank Banks and not reimbursed by the Applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.052.06, or of any reimbursement payment required to be refunded to the Applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the Immediately upon issuance by an Issuing Bank of a any Letter of Credit or an amendment to a and/or Alternative Currency Letter of Credit increasing in accordance with the amount thereofprocedures set forth in this Section 3.1, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants each Lender shall be deemed to each Revolving Lender, and each Revolving Lender hereby have irrevocably and unconditionally acquires purchased and received from such that Issuing Bank Bank, without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)warranty, a an undivided interest and participation in such Letter of Credit equal and/or Alternative Currency Letter of Credit to the extent of such Revolving Lender’s Applicable Percentage Pro Rata Share, including, without limitation, all obligations of the aggregate amount available Borrower or the applicable Qualified Borrower with respect thereto (other than amounts owing to be drawn the Issuing Bank under such Section 3.1(g)) and any security therefor and guaranty pertaining thereto. (ii) If any Issuing Bank makes any payment under any Letter of Credit. In consideration Credit and/or Alternative Currency Letter of Credit and in furtherance of the foregoingBorrower or the applicable Qualified Borrower does not repay such amount to the Issuing Bank on the Reimbursement Date, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving other Lender, and each Lender hereby absolutely shall promptly and unconditionally agrees to pay to the Administrative Agent, Agent for the account of such Issuing Bank, in immediately available funds, the amount of such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC Disbursement such payment (net of that portion of such payment, if any, made by such Issuing Bank and not reimbursed by the Borrower on the date due in its capacity as provided in paragraph (f) an issuer of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any a Letter of Credit or the occurrence and continuance and/or Alternative Currency Letter of a Default or any reduction or termination of the Revolving CommitmentsCredit), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of shall promptly pay to such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those amounts received by the Administrative Agent. (iii) If it, and any payment other amounts received by the Administrative Agent for the account such Issuing Bank’s account, pursuant to this Section 3.1(e). If a Lender does not make its Pro Rata Share of the applicable Issuing Bank pursuant amount of such payment available to Section 2.05(e)(i) is required the Administrative Agent, such Lender agrees to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank, forthwith on demand, such amount together with interest thereon at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The failure of any Lender to make available to the Administrative Agent for the account of an Issuing Bank its Applicable Percentage thereof Pro Rata Share of any such payment shall neither relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank such other Lender’s Pro Rata Share of any payment on demand the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Administrative Agent. (iii) Whenever an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which the Administrative Agent has previously received payments from any other Lender for the account of such Issuing Bank pursuant to this Section 3.1(e), such Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each other Lender an amount equal to such other Lender’s Pro Rata Share thereof. Each such payment shall be made by such reimbursed Issuing Bank or the Administrative Agent, plus interest thereon from as the date of case may be, on the Business Day on which such demand Person receives the funds paid to such Person pursuant to the date preceding sentence, if received prior to 11:00 a.m. (New York time) on such amount is returned by such Business Day, and otherwise on the next succeeding Business Day. (iv) Upon the written request of any Lender, at a rate per annum equal the Issuing Banks shall furnish such requesting Lender copies of any Letter of Credit and/or Alternative Currency Letter of Credit, Letter of Credit Reimbursement Agreement, and related amendment to which such Issuing Bank is party and such other documentation as reasonably may be requested by the Federal Funds Effective Rate from time to time in effect. requesting Lender. (v) The obligations of a Lender to make payments to the Lenders under Administrative Agent for the account of any Issuing Bank with respect to a Letter of Credit and/or Alternative Currency Letter of Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever except willful misconduct or gross negligence of such Issuing Bank, and shall be honored in accordance with this clause shall survive the payment in full Article III (irrespective of the Obligations satisfaction of the conditions described in Sections 6.1 and 6.2, as applicable) under all circumstances, including, without limitation, any of the termination following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, defense or other right which the Borrower or any Qualified Borrower may have at any time against a beneficiary named in a Letter of Credit and/or Alternative Currency Letter of Credit or any transferee of a beneficiary named in a Letter of Credit and/or Alternative Currency Letter of Credit(or any Person for whom any such transferee may be acting), any Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit and/or Alternative Currency Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit and/or Alternative Currency Letter of Credit); (C) any draft, certificate or any other document presented under the Letter of Credit and/or Alternative Currency Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (E) any failure by that Issuing Bank to make any reports required pursuant to Section 3.1(h) or the inaccuracy of any such report; or (F) the occurrence of any Event of Default or Potential Event of Default.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the any Issuing Bank that is the issuer thereof or the Revolving Lenders, such the applicable Issuing Bank hereby grants to each Revolving U.S. Lender, with respect to a U.S. Letter of Credit, and each Revolving Canadian Lender, with respect to a Canadian Letter of Credit, and each U.S. Lender and Canadian Lender, as applicable, hereby irrevocably and unconditionally acquires from such the applicable Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, (i) with respect to each Revolving U.S. Letter of Credit, each U.S. Lender hereby absolutely and unconditionally agrees to pay in dollars to the Administrative Agent, and (ii) with respect to any Canadian Letters of Credit, each Canadian Lender hereby absolutely and unconditionally promises to pay, in the same currency in which such Canadian Letter of Credit is issued, the Canadian Administrative Agent, in each case for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement Disbursement, made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower such Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, U.S. Commitments or Canadian Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the any Lenders, such Issuing Bank hereby grants (x) if such Letter of Credit is a CL Letter of Credit, to each CL Lender or (y) if such Letter of Credit is an RF Letter of Credit to each Revolving Facility Lender (and such CL Lender or Revolving Facility Lender, as the case may be, in its capacity under this Section 2.05(d), a “Participant”) and each Revolving Lender such Participant hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable CL Percentage or Revolving Facility Percentage, as the case may be, as in effect from time to time of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars or Euros, as the case may be, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Revolving Facility Percentage of each LC Disbursement made by such Issuing Bank and in respect of an RF Letter of Credit and, in each case, not reimbursed by the Borrower Applicant Party on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower Applicant Party for any reason. Each Revolving Lender Participant acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and and, in the case of a Revolving Facility Lender, that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (f) of this Section 2.052.05 in dollars, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Credit Lenders, such Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05made, or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Credit Advance to the Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.04. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such Lender’s Applicable Percentage Ratable Share of the applicable LC Disbursement in respect Available Amount of such payment Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement 9.07 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that or any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “Applicable Lender”), the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Applicable Lender, and each Revolving Applicable Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Applicable Lender’s Applicable Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Applicable Lender’s Applicable Percentage of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower Company on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower Company for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such the Issuing Bank hereby grants to each Revolving Multicurrency Lender, and each Revolving Multicurrency Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Multicurrency Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving applicable Commitments, provided that no Multicurrency Lender shall be required to purchase a participation in a Letter of Credit pursuant to this Section 2.04(e) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit was issued and (y) the Required Multicurrency Lenders shall have so notified the Issuing Bank in writing and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist. In consideration and in furtherance of the foregoing, each Multicurrency Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit promptly upon the request of the Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.05 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iMulticurrency Lenders), if and the Administrative Agent receives for shall promptly pay to the account of such Issuing Bank the amounts so received by it from the Multicurrency Lenders. Promptly following receipt by the Administrative Agent of any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by pursuant to the Administrative Agent)next following paragraph, the Administrative Agent will shall distribute such payment to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion)or, each Revolving Lender shall pay to the Administrative Agent for extent that the account of Multicurrency Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Multicurrency Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of obligation to reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the any Issuing Bank that or any Revolving Lender in respect of the Tranche under which such Letter of Credit is the issuer thereof or the Lendersissued (each such Revolving Lender, such an “Applicable Lender”), each Issuing Bank hereby grants to each Revolving Applicable Lender, and each Revolving Applicable Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Applicable Lender’s Applicable Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Applicable Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower Company on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower Company for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Dollar Letter of Credit (or an amendment to a Dollar Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Dollar Revolving Lenders, such the applicable Issuing Bank hereby grants to each Dollar Revolving Lender, and each Dollar Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Dollar Letter of Credit equal to such Dollar Revolving Lender’s Dollar Revolving Applicable Percentage of the aggregate amount available to be drawn under such Dollar Letter of Credit. In consideration and in furtherance of the foregoing, each Dollar Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Dollar Revolving Lender’s Dollar Revolving Applicable Percentage of each Dollar LC Disbursement made by such Issuing Bank and not reimbursed by the Lead Borrower on the date due as provided in paragraph (fe) of this Section 2.05, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Dollar Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Dollar Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Dollar Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Dollar Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made By the issuance of a payment under any Multicurrency Letter of Credit (or an amendment to a Multicurrency Letter of Credit increasing the amount thereof) and has received from without any further action on the part of the applicable Issuing Bank or the Multicurrency Revolving Lenders, the applicable Issuing Bank hereby grants to each Multicurrency Revolving Lender, and each Multicurrency Revolving Lender hereby acquires from such Issuing Bank, a participation in such Multicurrency Letter of Credit equal to such Multicurrency Revolving Lender’s Multicurrency Revolving Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect Dollar Equivalent of the related unreimbursed aggregate amount available to be drawn under such Multicurrency Letter of Credit. In consideration and in furtherance of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwiseforegoing, including proceeds of Cash Collateral applied thereto by each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank, such Multicurrency Revolving Lender’s Multicurrency Revolving Applicable Percentage of each Multicurrency LC Disbursement made by such Issuing Bank pursuant to and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.05(e)(i) is 2.05, or of any reimbursement payment required to be returned under refunded to the applicable Borrower for any reason. Each Multicurrency Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Multicurrency Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Multicurrency Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the circumstances described in Section 9.08 (including pursuant to Revolving Credit Commitments, and that each such payment shall be made without any settlement entered into by the Issuing Bank in its discretion)offset, each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agentabatement, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreementwithholding or reduction whatsoever.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the relevant Issuing Bank that or any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “Applicable Lender”), the issuer thereof or the Lenders, such relevant Issuing Bank hereby grants to each Revolving Applicable Lender, and each Revolving Applicable Lender hereby irrevocably and unconditionally acquires from such the relevant Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Applicable Lender’s Applicable Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the relevant Issuing Bank, such Revolving Applicable Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower Company on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower Company for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the applicable Issuing Bank, and without any further action on the part of the such Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Multicurrency Lender, and each Revolving Multicurrency Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Multicurrency Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit issued on behalf of a Borrower or the occurrence and continuance of a Default or any reduction with respect to such Borrower or termination (including in connection with a reallocation in accordance with Section 2.07(g)) of the Revolving CommitmentsSubcommitments with respect to such Borrower; provided that no Multicurrency Lender shall be required to purchase a participation in a Letter of Credit issued on behalf of a Borrower pursuant to this Section 2.04(e) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing by such Borrower at the time such Letter of Credit was issued on behalf of such Borrower and (y) the Required Multicurrency Lenders shall have so notified the Issuing Bank in writing and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist. In consideration and in furtherance of the foregoing, each Multicurrency Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by such Issuing Bank in respect of Letters of Credit issued on behalf of a Borrower by such Issuing Bank promptly upon the request of such Issuing Bank (which such request shall be made by the Issuing Bank in accordance with the notice requirements applicable to each Borrower with respect to a request for Loans in Section 2.05) at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by such Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.05 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iMulticurrency Lenders), if and the Administrative Agent receives for shall promptly pay to the account of such applicable Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly amounts so received by it from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto Multicurrency Lenders. Promptly following receipt by the Administrative AgentAgent of any payment from the applicable Borrower pursuant to Section 2.04(f), the Administrative Agent will shall distribute such payment to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank or, to the extent that the Multicurrency Lenders have made payments pursuant to Section 2.05(e)(i) is required this paragraph to be returned under any of the circumstances described in Section 9.08 (including reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Multicurrency Lender pursuant to any settlement entered into by the this paragraph to reimburse an Issuing Bank in for any LC Disbursement with respect to a Borrower shall not constitute a Loan to such Borrower and shall not relieve such Borrower of its discretion), each Revolving Lender shall pay obligation to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof Lender or the Lenders, such the applicable Issuing Bank Lender hereby grants to each Domestic Revolving Lender, and each Domestic Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Domestic Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of such Issuing BankLender, such Revolving Lender’s Applicable Percentage of (i) each LC Disbursement made by such Issuing Lender in Dollars and (ii) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Bank and Lender in an Alternative Currency and, in each case, not reimbursed by the relevant Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the such Borrower for any reasonreason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Domestic Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Domestic Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such the Issuing Bank hereby grants to each Revolving Multicurrency Lender, and each Revolving Multicurrency Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Multicurrency Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, provided that no Multicurrency Lender shall be required to purchase a participation in a Letter of Credit pursuant to this Section 2.04(e) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit was issued and (y) the Required Multicurrency Lenders shall have so notified the Issuing Bank in writing and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist. In consideration and in furtherance of the foregoing, each Multicurrency Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit promptly upon the request of the Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.05 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iMulticurrency Lenders), if and the Administrative Agent receives for shall promptly pay to the account of such Issuing Bank the amounts so received by it from the Multicurrency Lenders. Promptly following receipt by the Administrative Agent of any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by pursuant to the Administrative Agent)next following paragraph, the Administrative Agent will shall distribute such payment to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion)or, each Revolving Lender shall pay to the Administrative Agent for extent that the account of Multicurrency Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Multicurrency Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of obligation to reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the any Issuing Bank that is the issuer thereof or the Lenders, such each Issuing Bank hereby grants to each Revolving Loan Lender, and each Revolving Loan Lender hereby irrevocably and unconditionally acquires from such each Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Loan Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Loan Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in dollars, for the account of such each Issuing Bank, such Revolving Loan Lender’s Applicable Percentage of (i) each LC Disbursement made by such Issuing Bank in dollars and (ii) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Bank and in an Alternative Currency and, in each case, not reimbursed by the Borrower on the date due as provided in paragraph clause (fe) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reasonreason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Revolving Loan Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph clause in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit of any Class (or an amendment to a Letter of Credit of any Class increasing the amount thereof, ) and without any further action on the part of the relevant Issuing Bank that is the issuer thereof or the LendersLenders of such Class, such Issuing Bank hereby grants to each Revolving LenderLender of such Class, and each Revolving Lender of such Class hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage with respect to such Class of the aggregate amount available to be drawn under such Letter of Credit, subject to any LC Exposure Reallocation. In consideration and in furtherance of the foregoing, each Revolving Lender of any Class hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage in respect of such Class of each LC Disbursement made by such Issuing Bank in respect of a Letter of Credit of such Class and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason, subject to any LC Exposure Reallocation. Each Revolving Lender of any applicable Class acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit of such Class is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal amendment or extension of any such Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that or any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “Applicable Lender”), the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Applicable Lender, and each Revolving Applicable Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Applicable Lender’s Applicable Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Applicable Lender’s Applicable Percentage (after giving effect to the reallocation provisions of paragraph (k) below) of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (fe) of this Section 2.052.06, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the Issuing Bank that is the issuer thereof L/C Issuer or the Lenders, such Issuing Bank the L/C Issuer hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)L/C Issuer, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.03(e)(i) in respect of Letters of Credit is absolute absolute, unconditional and unconditional irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the operation of Section 2.14 or 2.15, as a result of an assignment in accordance with Section 10.06 or otherwise pursuant to this Agreement. (ii) In consideration and that in furtherance of the foregoing, upon receipt of any Non-Reimbursement Notice, each Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for account of the L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by the L/C Issuer not later than 1:00 p.m. on the Business Day specified in such Non-Reimbursement Notice, until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.02 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Lenders pursuant to this Section 2.05(e)(i2.03(e)(ii)), if and the Administrative Agent receives for shall promptly pay to the account L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agentpursuant to Section 2.03(f), the Administrative Agent will shall distribute such payment to the L/C Issuer or, to the extent that the Lenders have made payments pursuant to this Section 2.03(e)(ii) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this Section 2.03(e)(ii) to reimburse the L/C Issuer for any L/C Disbursement (other than, for the avoidance of doubt, any Loan made by a Lender pursuant to the first proviso set forth in Section 2.03(f)) shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage thereof in the same funds as those received by the Administrative Agentobligation to reimburse such L/C Disbursement. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant Lender fails to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay make available to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand L/C Issuer any amount required to be paid by such Lender pursuant to the provisions of Section 2.03(e)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), plus on demand, such amount with interest thereon for the period from the date of such demand payment is required to the date on which such amount payment is returned by such Lender, immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. The obligations A certificate of the Lenders L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause Section 2.03(e)(iii) shall survive the payment in full of the Obligations and the termination of this Agreementbe conclusive absent manifest error.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the any Issuing Bank that is the issuer thereof or the Revolving Lenders, such the applicable Issuing Bank hereby grants to each Revolving U.S. Lender, with respect to a U.S. Letter of Credit, and each Revolving Canadian Lender, with respect to a Canadian Letter of Credit, and each U.S. Lender and Canadian Lender, as applicable, hereby irrevocably and unconditionally acquires from such the applicable Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, (i) with respect to each Revolving U.S. Letter of Credit, each U.S. Lender hereby absolutely and unconditionally agrees to pay in dollars to the Administrative Agent, and (ii) with respect to any Canadian Letters of Credit, each Canadian Lender hereby absolutely and unconditionally promises to pay, in the same currency in which such Canadian Letter of Credit is issued, the Administrative Agent, in each case for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement Disbursement, made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower such Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, U.S. Commitments or Canadian Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that or any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “Applicable Lender”), the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Applicable Lender, and each Revolving Applicable Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Applicable Lender’s Applicable Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Applicable Lender’s Applicable Percentage of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Lenders, such the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of CreditCredit (in respect of any Letter of Credit issued in any Alternate Currency, expressed in the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the any Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the any Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By Upon the date of the issuance or increase of a Letter of Credit occurring on or an amendment after the Closing Date, the Issuing Bank shall be deemed to have sold to each other LC Lender and each other LC Lender shall have been deemed to have purchased from the Issuing Bank a participation in the related Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), a participation in such Letter of Credit Obligations equal to such Revolving LC Lender’s Applicable Percentage Pro Rata Share of the aggregate maximum amount which is or at any time may become available to be drawn under such Letter of Creditthereunder. In consideration and in furtherance of the foregoing, each Revolving LC Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving LC Lender’s Applicable Percentage Pro Rata Share of each LC Disbursement payment or disbursement made by such the Issuing Bank under a Letter of Credit and not reimbursed by the Borrower applicable Loan Party (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason2.13(c). Each Revolving LC Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the Borrower of such demand for payment and whether the Issuing Bank has made a payment under or will make disbursement thereunder; provided that any Letter of Credit and has received from any Revolving Lender failure to give or delay in giving such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from notice shall not relieve the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute its obligation to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by reimburse the Issuing Bank in its discretion), each Revolving Lender shall pay and the LC Lenders with respect to the any such payment or disbursement. The Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreementpromptly give each Lender notice thereof.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof), and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Tranche A Lenders, such Issuing Bank hereby grants to each Revolving Tranche A Lender, and each Revolving such Tranche A Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to the product of (i) such Revolving Tranche A Lender’s Applicable Revolving Facility Percentage (irrespective of the maturity of the applicable Tranche A Revolving Facility Loan) and (ii) the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in U.S. Dollars, for the account of such the applicable Issuing Bank, an amount equal to the product of (A) such Revolving Tranche A Lender’s Applicable Revolving Facility Percentage of and (B)(x) each LC L/C Disbursement made by such Issuing Bank in U.S. Dollars and (y) the U.S. Dollar Equivalent, using the applicable Spot Rate in effect on the date such payment is required, of each L/C Disbursement made by such Issuing Bank in a Foreign Currency and, in each case, not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05, or of any reimbursement payment required to be refunded to the any Borrower for any reasonreason (or if such reimbursement was refunded in a Foreign Currency, the U.S. Dollar Equivalent thereof using the applicable Spot Rate in effect on the date of such refund). Each Revolving Tranche A Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Tranche A Revolving Facility Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such each Letter of Credit equal to such Revolving Lender’s Applicable 's Core Currency Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable 's Core Currency Commitment Percentage of each LC Disbursement made by such the Issuing Bank in respect of each such Letter of Credit and not reimbursed by the Borrower Parent or the applicable Letter of Credit Applicant on the date due as provided in paragraph (f) of this Section 2.052.9(e), or of any reimbursement payment required to be refunded to the Borrower Parent or the applicable Letter of Credit Applicant for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph subsection in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or the reduction or termination of the Revolving Aggregate Core Currency Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving ; provided that no Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank shall be obligated to make any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for any wrongful LC Disbursement made by the account Issuing Bank as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementBank.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the Issuing Bank that is the issuer thereof applicable L/C Issuer or the Revolving Lenders, such Issuing Bank L/C Issuer hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)L/C Issuer, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.06(e)(i) in respect of Letters of Credit is absolute absolute, unconditional and unconditional irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments. (ii) In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and that irrevocably agrees to pay to the Administrative Agent in Dollars, for account of the applicable L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by an L/C Issuer (expressed in Dollars in the Dollar Amount thereof) not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Lenders pursuant to Section 2.06(f) until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Revolving Credit Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (iiand Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.06(f), the Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the extent that the Revolving Lenders have made payments pursuant to this Section 2.06(e) At to reimburse such L/C Issuer, then to such Revolving Lenders and such L/C Issuer as their interests may appear. Any payment made by a Revolving Lender pursuant to this Section 2.06(e) to reimburse an L/C Issuer for any time after an Issuing Bank has made L/C Disbursement shall not constitute a payment under any Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement. Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any will be automatically adjusted to reflect such Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect aggregate amount available to be drawn under such Letter of Credit at each time such payment Revolving Lender’s Revolving Commitment is amended pursuant to the operation of Section 2.20 or 2.23, as a result of an assignment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement 9.04 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the Issuing Bank that is the issuer thereof Lender or the Lenders, such the Issuing Bank Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a an undivided interest and participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph section in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Potential Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an . In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender Lender, such Lender’s Applicable Percentage of the applicable each LC Disbursement in respect made by the Issuing Lender promptly upon the request of the Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Each such payment shall be made in accordance the same manner as provided in Section 1.5 with respect to Loans made by such Lender (and Section 2.05(e)(i1.5 shall apply, mutatis mutandis, to the payment obligations of the Lenders), if and the Administrative Agent receives for shall promptly pay to the account Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by pursuant to the Administrative Agent)next following paragraph, the Administrative Agent will shall distribute such payment to the Issuing Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender its Applicable Percentage thereof in the same funds as those received their interests may appear. Any payment made by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank a Lender pursuant to Section 2.05(e)(i) is required this paragraph to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by reimburse the Issuing Bank in Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its discretion), each Revolving Lender shall pay obligation to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such its Revolving Lender’s Applicable Facility Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f5) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall will not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall will be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such Lender’s Applicable Revolving Facility Percentage of the applicable LC Disbursement in respect aggregate amount available to be drawn under such Letter of Credit at each time such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank Lender’s Commitment is amended pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the Issuing Bank that is the issuer thereof Lender or the Revolving Lenders, such the Issuing Bank Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit on the terms provided herein or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter . In consideration and in furtherance of Credit and has received from any the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s Applicable Percentage of the applicable each LC Disbursement in respect made by the Issuing Lender promptly upon the request of the Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Each such payment shall be made in accordance the same manner as provided in Section 2.08 with respect to Loans made by such Revolving Lender (and Section 2.05(e)(i2.08 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), if and the Administrative Agent receives for shall promptly pay to the account Issuing Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds pursuant to paragraph (f) of Cash Collateral applied thereto by the Administrative Agent)this Section, the Administrative Agent will shall distribute such payment to the Issuing Lender or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Revolving Lenders and the Issuing Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage thereof obligation to reimburse such LC Disbursement. Notwithstanding anything contained herein or in any other Loan Document to the contrary, unless the Revolving Commitments shall be terminated pursuant to Article VIII, on the fifth Business Day prior to the Original Revolving Maturity Date, the interests and participations of the Non-Extending Revolving Lenders in the same funds Letters of Credit (if any) outstanding as those received at such day shall automatically terminate at the close of business on such date and (i) from and after such fifth day, the Non-Extending Revolving Lenders shall have no liability arising from, relating to, in connection with or otherwise in respect of, such interests and participations or any Letters of Credit, and (ii) such interests and participations in outstanding Letters of Credit shall thereupon automatically and without further action be re-allocated to the extent necessary such that the interests and participations in such Letters of Credit shall be held by the Administrative AgentExtending Revolving Lenders ratably in proportion to their respective Extended Revolving Commitments. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.052.05(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.052.05 in dollars, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By Upon the date of the issuance or increase of a Letter of Credit occurring on or an amendment after the Closing Date, the Issuing Bank shall be deemed to have sold to each other Lender and each other Lender shall have been deemed to have purchased from the Issuing Bank a participation in the related Letter of Credit increasing the amount thereof, and without any further action on the part Obligations equal to such Lender’s Pro Rata Share at such date. The Issuing Bank shall promptly give notice of the Issuing Bank that is the issuer thereof issuance or the Lenders, such Issuing Bank hereby grants to increase of each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of CreditAdministrative Agent and the Lenders. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC Disbursement payment or disbursement made by such an Issuing Bank pursuant to a Letter of Credit and not reimbursed by the a Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason2.14(c). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the applicable Borrower of such demand for payment and whether the Issuing Bank has made a payment under or will make disbursement thereunder; provided that any Letter failure to give or delay in giving such notice shall not relieve such Borrower of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute its obligation to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by reimburse the Issuing Bank in its discretion), each Revolving Lender shall pay and the Lenders with respect to the any such payment or disbursement. The Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreementpromptly give each Lender notice thereof.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such the applicable Issuing Bank hereby grants to each Revolving Tranche One Lender or Tranche Two Lender, as applicable, and each Revolving Tranche One Lender or Tranche Two Lender, as applicable, hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Tranche One Percentage or Tranche Two Percentage, as applicable, from time to time of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Tranche One Lender or Tranche Two Lender, as applicable, hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in the currency of the applicable Letter of Credit (or in US Dollars in an amount determined as provided in Section 2.05(e) if the currency of such Revolving Letter of Credit is an Agreed LC Currency), such Lender’s Applicable Tranche One Percentage or Tranche Two Percentage, as applicable, of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or Credit, the occurrence and continuance of a Default or Default, any reduction or termination of the Revolving Tranche One Commitments or Tranche Two Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Tranche One Commitments or Tranche Two Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof or the applicable Revolving Lenders, such the Issuing Bank hereby grants to each Revolving Lender, and each such Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of 1821445.29\C072091\0303228 the foregoing, each such Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each such Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i); provided, if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwisehowever, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each that no Revolving Lender shall pay be obligated to make any payment to the Administrative Agent for any wrongful LC Disbursement made by the account Issuing Bank as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementBank.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s 's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s 's Applicable Percentage (which, for this purpose, if any Defaulting Lender then exists, shall be calculated as such Lender's percentage of the aggregate LC Exposure after giving effect to Section 2.09(a)(iv)) of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.052.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default Default, the existence of a Borrowing Base Deficiency or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof or an extension or renewal thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Delayed Draw Lenders, such the Issuing Bank hereby grants to each Revolving Delayed Draw Lender, and each Revolving Delayed Draw Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Delayed Draw Lender’s Delayed Draw Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Delayed Draw Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Delayed Draw Applicable Percentage of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.052.06(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Delayed Draw Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect Section 2.06(d) upon the issuance, amendment, extension or renewal of Letters each Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default (including any Event of Default described in Section 10.01(h) or Section 10.01(i)), or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving ; provided that no Delayed Draw Lender shall pay be obligated to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders fund any participation under this clause shall survive the payment Section 2.06(d) in full an amount in excess of the Obligations and the termination of this Agreementits Delayed Draw Amount.

Participations. (i) By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Credit Lenders, such Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05made, or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Credit Advance to the Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.03. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any . Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time after such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with Section 2.18, an Issuing Bank has made a payment under assignment in accordance with Section 8.07 or otherwise pursuant to this Agreement, provided, that with respect to any Letter of Credit and that has received from any Revolving Lender such Lender’s Applicable Percentage of an expiration date after the applicable LC Disbursement in respect of such payment in accordance with date that is later than 10 Business Days prior to the Termination Date (as most recently extended pursuant to Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent2.19), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account participation of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof terminate on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementTermination Date.

Participations. (i) By the issuance of a Letter of Credit or an amendment to a Letter (or, in the case of Credit increasing the amount thereofExisting Letters of Credit, deemed issuance) and without any further action on the part of the such Issuing Bank that is the issuer thereof or the Lenders, such the applicable Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving such Lender hereby irrevocably and unconditionally acquires from such the applicable Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable 's Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable 's Pro Rata Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (fSection 2.02(f) of this Section 2.05, or of any reimbursement payment required to be refunded to and in the Borrower for any reasonsame currency as such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or an Event of Default or the fact that, as a result of fluctuations in exchange rates, such Revolving Credit Lender's Revolving Credit Exposure at any reduction or termination of the time might exceed its Revolving CommitmentsCredit Commitment at such time (in which case Section 2.13(a) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the relevant Issuing Bank that is the issuer thereof or the 2023 Revolving Lenders, such the relevant Issuing Bank hereby grants to each 2023 Revolving Lender, and each 2023 Revolving Lender hereby irrevocably and unconditionally acquires from such the relevant Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit and in the currency of such Letter of Credit (or any currency into which such Letter of Credit is converted as provided herein) equal to such 2023 Revolving Lender’s 2023 Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each 2023 Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the relevant Issuing Bank, such 2023 Revolving Lender’s 2023 Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the any Borrower for any reason. Each 2023 Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving such Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Combined Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Combined Tranche Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment in respect of an LC Disbursement required to be refunded to the a Borrower for any reason. Such payment by the Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement payment shall be US Dollars, then in the currency of such LC Disbursement and (ii) if the currency of the applicable LC Disbursement or reimbursement payment shall be an Alternative Currency, in an amount of US Dollars, calculated by the Administrative Agent based on current exchange rates on the applicable LC Participation Calculation Date, sufficient to enable the Administrative Agent to purchase an amount of such Alternative Currency equal to the amount of such LC Disbursement. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or Credit, the occurrence and continuance of a Default or Default, any reduction or termination of the Revolving CommitmentsCommitments or any fluctuation in currency values, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such the applicable Issuing Bank hereby grants to each applicable Revolving Lender, and each such Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit; provided that any participation of any Letter of Credit issued in an Alternative Currency other than those specifically listed in the definition of the term “Alternative Currency” shall be made in Dollars. In consideration and in furtherance of the foregoing, each U.S. Tranche A Revolving Lender, Canadian Revolving Lender and Dutch Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Pro Rata Percentage of each LC Disbursement made by such the applicable Issuing Bank and not reimbursed by the Relevant Borrower on the date due as provided in paragraph (fe) of this Section 2.052.13, or of any reimbursement payment required to be refunded to the Relevant Borrower or for any reasonreason (the “Unreimbursed Amount”). Each U.S. Tranche A Revolving Lender, Canadian Revolving Lender and Dutch Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving CommitmentsCommitments or whether or not an Overadvance exists or is created thereby, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a an Energy Hedging Letter of Credit (or an amendment to a an Energy Hedging Letter of Credit increasing the amount thereof, ) and without any further action on the part of the relevant Energy Hedging Issuing Bank that is the issuer thereof or the Energy Hedging Lenders, such the relevant Energy Hedging Issuing Bank hereby grants to each Revolving Energy Hedging Lender, and each Revolving Energy Hedging Lender hereby irrevocably and unconditionally acquires from such Energy Hedging Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Energy Hedging Letter of Credit equal to such Revolving Energy Hedging Lender’s Applicable Percentage pro rata share (based upon the respective Energy Hedging Commitments of the Energy Hedging Lenders) of the aggregate amount available to be drawn under such Energy Hedging Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Energy Hedging Lender hereby absolutely and unconditionally agrees to pay to the Administrative Facility Agent, for the account of such Energy Hedging Issuing Bank, such Revolving Energy Hedging Lender’s Applicable Percentage pro rata share of each Energy Hedging LC Disbursement made by such Energy Hedging Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph clause (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Energy Hedging Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Energy Hedging Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Energy Hedging Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving CommitmentsCommitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such the applicable Issuing Bank hereby grants to each applicable Revolving Lender, and each such Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable 's Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit; provided that any participation of any Letter of Credit issued in an Alternative Currency other than those specifically listed in the definition of the term "Alternative Currency" shall be made in Dollars. In consideration and in furtherance of the foregoing, each U.S. Tranche A Revolving Lender, Canadian Revolving Lender and Dutch Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable 's Pro Rata Percentage of each LC Disbursement made by such the applicable Issuing Bank and not reimbursed by the Relevant Borrower on the date due as provided in paragraph (fe) of this Section 2.052.13, or of any reimbursement payment required to be refunded to the Relevant Borrower or for any reasonreason (the "Unreimbursed Amount"). Each U.S. Tranche A Revolving Lender, Canadian Revolving Lender and Dutch Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving CommitmentsCommitments or whether or not an Overadvance exists or is created thereby, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the term thereof, ) pursuant to any Revolving Facility and without any further action on the part of the applicable Issuing Bank that is the issuer thereof issuing such Letter of Credit or the LendersRevolving Lenders under such Revolving Facility, such each Issuing Bank hereby grants to each Revolving LenderLender under such Revolving Facility, and each such Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank with respect to any Letter of Credit issued pursuant to any Revolving Facility under which such Lender holds a Revolving Commitment and not reimbursed by the a Borrower on the date due as provided in paragraph (fSection 2.04(e) of this Section 2.05, or of any reimbursement payment required to be refunded to the such Borrower for any reason, including after the relevant Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.04(d) in respect of Letters of Credit issued pursuant to the Revolving Facility under which such Lender holds Revolving Commitments and to make payments in respect of such acquired participations is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that or any Lender in respect of the Tranche under which such Letter of Credit is issued (each such Lender, an “Applicable Lender”), the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Applicable Lender, and each Revolving Applicable Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Applicable Lender’s Applicable Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Applicable Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Applicable Lender’s Applicable Percentage of each LC Disbursement made by such the Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the Issuing Bank that is the issuer thereof L/C Issuer or the Lenders, such Issuing Bank the L/C Issuer hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)L/C Issuer, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph clause (e) in respect of Letters of Credit is absolute absolute, unconditional and unconditional irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Facility Commitments. (ii) In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely, unconditionally and that irrevocably agrees to pay to the Administrative Agent, for the account of the L/C Issuer, such Xxxxxx’s Revolving Facility Percentage of each L/C Disbursement made by the L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Facility Lenders pursuant to Section 2.05(f) until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Revolving Facility Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.07 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Revolving Facility Lenders pursuant to this Section 2.05(e)(i2.05), if and the Administrative Agent receives for shall promptly pay to the account L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agentpursuant to Section 2.05(f), the Administrative Agent will shall distribute such payment to the L/C Issuer or, to the extent that the Revolving Facility Lenders have made payments pursuant to this clause (e) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this clause (e) to reimburse the L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage thereof in the same funds as those received by the Administrative Agentobligation to reimburse such L/C Disbursement. (iii) Each Revolving Facility Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Xxxxxx’s Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Xxxxxx’s Revolving Facility Commitment is amended pursuant to the operation of Section 2.22 or 2.25, as a result of an assignment in accordance with Section 9.04 or otherwise pursuant to this Agreement. (iv) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant Revolving Facility Lender fails to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay make available to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(e), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), plus on demand, such amount with interest thereon for the period from the date of such demand payment is required to the date on which such amount payment is returned by such Lender, immediately available to L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. The obligations If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Facility Loan included in the relevant Revolving Facility Borrowing or L/C Disbursement Participation. A certificate of the Lenders L/C Issuer submitted to any Revolving Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e)(iv) shall survive the payment in full of the Obligations and the termination of this Agreementbe conclusive absent manifest error.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to any amendment, renewal or extension of a Letter of Credit increasing the amount thereofCredit) by an Issuing Lender, and without any further action on the part of the such Issuing Bank that is the issuer thereof Lender or the Lenders, such Issuing Bank Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a any Default or any Event of Default or reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of such Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time, plus interest thereon from the date of such request to the date such amount is funded by such Lender, at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by such Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.05 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iLenders), if and the Administrative Agent receives for the account of shall promptly pay to such Issuing Bank any payment in respect of Lender the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly amounts so received by it from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto Lenders. Promptly following receipt by the Administrative Agent)Agent of any payment from ODEC pursuant to the next following paragraph, the Administrative Agent will shall distribute such payment to such Issuing Lender its Applicable Percentage thereof in or, to the same funds as those received by extent that the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank Lenders have made payments pursuant to Section 2.05(e)(i) is required this paragraph to be returned under any of the circumstances described in Section 9.08 (including reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse such Issuing Lender for any settlement entered into by the Issuing Bank in LC Disbursement shall not constitute a Loan and shall not relieve ODEC of its discretion), each Revolving Lender shall pay obligation to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof or the LendersApplicable Participants, such the Issuing Bank hereby grants to each Revolving LenderApplicable Participant, and each Revolving Lender Applicable Participant hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving LenderApplicable Participant’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, (x) each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Multicurrency Revolving Lender’s Applicable Percentage of each (i) LC Disbursement in respect of any Multicurrency Letter of Credit made by such the Issuing Bank in Dollars and (ii) the Dollar Equivalent, using the Exchange Rate on the date such payment is required, of each LC Disbursement in respect of any Multicurrency Letter of Credit made by the Issuing Bank in Euros or other Alternative Currency and, in each case, not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.052.05(e), or of any reimbursement payment required to be refunded to the Borrower for any reason and (y) each U.S. Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such U.S. Revolving Lender’s Applicable Percentage of each LC Disbursement in respect of any U.S. Letter of Credit made by the Issuing Bank and not reimbursed by the U.S. Borrower on the date due as provided in Section 2.05(e), or of any reimbursement payment required to be refunded to the US Borrower for any reason. Each Revolving Lender Applicable Participant acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (iA) By the issuance of a Revolving Letter of Credit (or an amendment to amendment, renewal or extension of a Revolving Letter of Credit Credit, including any amendment increasing the amount thereof, or in connection with any part of any Letter of Credit being deemed to be a Revolving Letter of Credit pursuant to Section 2.02(a)), and without any further action on the part of the Issuing Bank that is the issuer thereof Lender or the Revolving Lenders, such the Issuing Bank Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Revolving Letter of Credit equal to such Revolving Lender’s Applicable Revolving Commitment Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing BankLender, such Revolving Lender’s Applicable Revolving Commitment Percentage of the Dollar Amount of each Revolving LC Disbursement made by such the Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a an Event of Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (iiB) At By the issuance of a Credit-Linked Deposit Letter of Credit (or an amendment, renewal or extension of a Credit-Linked Deposit Letter of Credit, including any time after an Issuing Bank has made a payment under amendment increasing the amount thereof, or in connection with any part of any Letter of Credit being deemed to be a Credit-Linked Deposit Letter of Credit pursuant to Section 2.02(a)) and has received without any further action on the part of the Issuing Lender or the Credit-Linked Deposit Lenders, the Issuing Lender hereby grants to each Credit-Linked Deposit Lender, and each Credit-Linked Deposit Lender hereby acquires from any Revolving Lender the Issuing Lender, a participation in such Credit-Linked Deposit Letter of Credit equal to such Credit-Linked Deposit Lender’s Applicable Credit-Linked Deposit Percentage of the applicable aggregate principal amount available to be drawn under such Credit-Linked Deposit Letter of Credit. In consideration and in furtherance of the foregoing, each Credit-Linked Deposit Lender hereby absolutely and unconditionally agrees that if the Issuing Lender makes a Credit-Linked Deposit LC Disbursement which is not reimbursed by the Borrower on the date due as provided in respect paragraph (e) of such payment in accordance with Section 2.05(e)(i)this Section, if the Administrative Agent receives for the account of such Issuing Bank or is required to refund any reimbursement payment in respect of the related unreimbursed amount of the applicable a Credit-Linked Deposit LC Disbursement or interest thereon (whether directly from to the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent)for any reason, the Administrative Agent will distribute to shall reimburse the Issuing Lender for the amount of such Lender its Applicable Percentage thereof Credit-Linked Deposit LC Disbursement from the Credit-Linked Deposit Lenders’ Credit-Linked Deposits on deposit in the same funds as those received by Credit-Linked Deposit Account on a pro rata basis in accordance with each Credit-Linked Deposit Lender’s Credit-Linked Deposit Percentage of such Credit-Linked Deposit LC Disbursement. In the Administrative Agent. (iii) If event any payment received such Credit-Linked Deposits are withdrawn by the Administrative Agent for from the account of the applicable Issuing Bank pursuant Credit-Linked Deposit Account to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by reimburse the Issuing Bank in its discretion)Lender for an unreimbursed Credit-Linked Deposit LC Disbursement, each Revolving Lender the Borrower shall have the right, but not the obligation, at any time prior to the Maturity Date, to pay over to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage in reimbursement thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such an amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time amount so charged, and such payment shall be deposited by the Administrative Agent in effectthe Credit-Linked Deposit Account. The obligations A certificate of the Lenders Issuing Lender submitted to any Credit-Linked Deposit Lender with respect to any amounts owing under this clause section shall survive be conclusive in the payment absence of manifest error. Each Credit-Linked Deposit Lender acknowledges and agrees that its obligation to acquire and fund participations in full respect of Credit-Linked Deposit Letters of Credit pursuant to this subparagraph (B) is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Credit-Linked Deposit Letter of Credit or the occurrence of an Event of Default or the return of the Obligations Credit-Linked Deposits, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Without limiting the termination foregoing, each Credit-Linked Deposit Lender irrevocably authorizes the Administrative Agent to apply amounts of its Credit-Linked Deposit as provided in this subparagraph (B), whether or not the conditions to borrow set forth in Section 4.02 are satisfied. Each Credit-Linked Deposit Lender hereby grants, without prejudice to the other provisions of this Agreement, to the Issuing Lender a security interest in its interest in the Credit-Linked Deposit Account and all amounts on deposit therein as collateral security for its obligations to the Issuing Lender under this Agreement and agrees that the Issuing Lender may exercise all rights and remedies of a secured party under the UCC or any other applicable law.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is Lender, the issuer thereof Underlying Issuer or the Lenders, such the Issuing Bank Lender hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit or Reimbursement Undertaking equal to such Revolving Lender’s Applicable Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of CreditCredit or Reimbursement Undertaking. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing BankLender or Underlying Issuer, such Revolving Lender’s Applicable Pro Rata Percentage of each LC Disbursement made by such the Issuing Bank Lender or Underlying Issuer and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.052.18(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit or Reimbursement Undertakings is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, Commitments or a Borrowing Base Deficiency and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. whatsoever (ii) At any time after an Issuing Bank has made a so long as such payment under any Letter of Credit and has received from any Revolving Lender shall not cause such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute Revolving Exposure to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by exceed such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement’s Revolving Commitment).

Participations. (i) By the issuance (or, in the case of an Existing Letter of Credit, the deemed issuance) of a Letter of Credit (or an amendment to a Letter of Credit including any amendment increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof Lender or the Tranche A Lenders, such the Issuing Bank Lender hereby grants to each Revolving Tranche A Lender, and each Revolving Tranche A Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Tranche A Lender’s Applicable Tranche A Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, . for the account of such the Issuing BankLender, such Revolving Tranche A Lender’s Applicable Tranche A Commitment Percentage of each LC Disbursement made by such the Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Tranche A Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a an Event of Default or any reduction or termination of the Revolving Tranche A Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such the applicable Issuing Bank hereby grants to each applicable Tranche A Revolving Lender, and each such Tranche A Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable 's Pro Rata Percentage under the Tranche A Subfacility of the aggregate amount available to be drawn under such Letter of Credit; provided that any participation of any Letter of Credit issued in an Alternative Currency other than those specifically listed in the definition of the term "Alternative Currency" shall be made in Dollars. In consideration and in furtherance of the foregoing, each Tranche A Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable 's Pro Rata Percentage under the Tranche A Subfacility of each LC Disbursement made by such the applicable Issuing Bank and not reimbursed by the Relevant Borrower on the date due as provided in paragraph (fe) of this Section 2.052.13, or of any reimbursement payment required to be refunded to the Relevant Borrower or for any reasonreason (the "Unreimbursed Amount"). Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Tranche A Revolving CommitmentsCommitments or whether or not an Overadvance exists or is created thereby, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. If a Borrower does not fully repay a Swingline Loan on the last day of the Interest Period with respect thereto, the Swingline Lender shall promptly notify the Administrative Agent thereof (i) By the issuance of a Letter of Credit by telecopy or an amendment to a Letter of Credit increasing the amount thereofby telephone, confirmed in writing), and the Administrative Agent shall promptly notify each Multi-Currency Revolving Credit Lender thereof (by telecopy or by telephone, confirmed in writing) and of its Applicable Percentage of such Swingline Loan. Upon such notice but without any further action on action, the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank Swingline Lender hereby grants agrees to grant to each Multi-Currency Revolving Credit Lender, and each Multi-Currency Revolving Credit Lender hereby irrevocably and unconditionally acquires agrees to acquire from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Swingline Lender, a participation in such Letter of Credit defaulted Swingline Loan equal to such Multi-Currency Revolving Credit Lender’s 's Applicable Percentage of the aggregate principal amount available to be drawn under of such Letter of Creditdefaulted Swingline Loan. In consideration and in furtherance of the foregoing, each Multi-Currency Revolving Credit Lender hereby absolutely and unconditionally agrees agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of such Issuing Bankthe Swingline Lender, such Multi-Currency Revolving Credit Lender’s 's Applicable Percentage of each LC Disbursement made by such Issuing Bank and Swingline Loan that is not reimbursed by the Borrower repaid on the date due as provided last day of the Interest Period with respect thereto, in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reasonsame currency in which such Loan is denominated. Each Multi-Currency Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each Multi-Currency Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (iiand Section 2.02(d) At any time after an Issuing Bank has made a shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if Multi-Currency Revolving Credit Lenders) and the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall promptly pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon Swingline Lender amounts so received by it from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.Multi-

Participations. (i) By With respect to each Letter of Credit outstanding on the Amendment No. 4 Effective Date and (ii) by the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such the Issuing Bank hereby grants to each 2018 Extended Revolving Lender, and each 2018 Extended Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in any such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under any such Letter of Credit. In consideration and in furtherance of the foregoing, each 2018 Extended Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such 2018 Extended Revolving Lender’s Applicable Percentage of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each 2018 Extended Revolving Lender acknowledges and agrees that its obligation to assume and acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time . For the avoidance of doubt, after an Issuing Bank has made the Amendment No. 4 Effective Date no Revolving Lender shall be considered to hold a payment under participation pursuant to this paragraph in respect of any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative AgentCredit. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a any Letter of Credit of any Class (or an amendment to a any Letter of Credit increasing the amount thereof) by any Issuing Lender, and without any further action on the part of the such Issuing Bank that is the issuer thereof Lender or the Letter of Credit Lenders, such Issuing Bank Lender hereby grants to each Revolving applicable Letter of Credit Lender, and each Revolving such Letter of Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Letter of Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance Each Letter of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of Commitments. In consideration and in furtherance of the Revolving Commitmentsforegoing, each Letter of Credit Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the applicable Issuing Lender, such Letter of Credit Lender’s Applicable Percentage of each Letter of Credit Disbursement made by such Issuing Lender on the Business Day following the Disbursement Date in respect of such Letter of Credit Disbursement. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has . Each such payment shall be made a payment under any in the same manner as provided in Section 2.05 with respect to Loans made by such Letter of Credit Lender (and has received from any Revolving Lender such Lender’s Applicable Percentage Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the applicable LC Disbursement in respect Letter of such payment in accordance with Section 2.05(e)(iCredit Lenders), if and the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute shall promptly pay to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of Lender the circumstances described in Section 9.08 (including pursuant to any settlement entered into amounts so received by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of it from the applicable Issuing Bank its Applicable Percentage thereof on demand Letter of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementCredit Lenders.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Lenders, such Issuing Bank hereby grants to (a) with respect to U.S./Canadian Letters of Credit, each Revolving LenderLender with a U.S./Canadian Revolving Facility Commitment, and each such Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable U.S./Canadian Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit, (b) with respect to French Letters of Credit, each French Revolving Lender, and each such Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s French Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit and (c) with respect to European Letters of Credit, each Revolving Lender with a European Revolving Facility Commitment, and each such Revolving Lender hereby acquires from such Issuing Bank, a participation in such European Letter of Credit equal to such Revolving Lender’s European Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such its (x) U.S./Canadian Revolving Lender’s Applicable Facility Percentage of each LC U.S./Canadian L/C Disbursement, (y) French Revolving Facility Percentage of each French L/C Disbursement and (z) European Revolving Facility Percentage of each French L/C Disbursement and, made by such Issuing Bank and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (f5) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall will not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall will be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in same day funds, such Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section 2.05made, or of any reimbursement payment required to be refunded to the such Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Credit Advance to such Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.03. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such Lender’s Applicable Percentage Ratable Share of the applicable LC Disbursement in respect Available Amount of such payment Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase pursuant to Section 2.18, an assignment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement 9.07 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the Immediately upon issuance by an Issuing Bank of a any Letter of Credit or an amendment to a and/or Alternative Currency Letter of Credit increasing in accordance with the amount thereofprocedures set forth in this Section 3.1, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Credit Lender hereby shall be deemed to have irrevocably and unconditionally acquires purchased and received from such that Issuing Bank Bank, without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)warranty, a an undivided interest and participation in such Letter of Credit equal and/or Alternative Currency Letter of Credit to the extent of such Revolving Lender’s Applicable Percentage applicable Pro Rata Share, including, without limitation, all obligations of the aggregate amount available Borrower or the applicable Qualified Borrower with respect thereto (other than amounts owing to be drawn the Issuing Bank under such Section 3.1(g)) and any security therefor and guaranty pertaining thereto. (ii) If any Issuing Bank makes any payment under any Letter of Credit. In consideration Credit and/or Alternative Currency Letter of Credit and in furtherance of the foregoingBorrower or the applicable Qualified Borrower does not repay such amount to the Issuing Bank on the Reimbursement Date, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each other Revolving Credit Lender, and each Revolving Credit Lender hereby absolutely shall promptly and unconditionally agrees to pay to the Administrative Agent, Agent for the account of such Issuing Bank, in immediately available funds, the amount of such Revolving Credit Lender’s Applicable Percentage applicable Pro Rata Share of each LC Disbursement such payment (net of that portion of such payment, if any, made by such Issuing Bank and not reimbursed by the Borrower on the date due in its capacity as provided in paragraph (f) an issuer of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any a Letter of Credit or the occurrence and continuance and/or Alternative Currency Letter of a Default or any reduction or termination of the Revolving CommitmentsCredit), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of shall promptly pay to such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those amounts received by the Administrative Agent. (iii) If it, and any payment other amounts received by the Administrative Agent for the account such Issuing Bank’s account, pursuant to this Section 3.1(e). If a Revolving Credit Lender does not make its Pro Rata Share of the applicable Issuing Bank pursuant amount of such payment available to Section 2.05(e)(i) is required the Administrative Agent, such Revolving Credit Lender agrees to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank, forthwith on demand, such amount together with interest thereon at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of an Issuing Bank its Applicable Percentage thereof Pro Rata Share of any such payment shall neither relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank such other Revolving Credit Lender’s Pro Rata Share of any payment on demand the date such payment is to be made nor increase the obligation of any other Revolving Credit Lender to make such payment to the Administrative Agent. (iii) Whenever an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which the Administrative Agent has previously received payments from any other Revolving Credit Lender for the account of such Issuing Bank pursuant to this Section 3.1(e), such Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each other Revolving Credit Lender an amount equal to such other Revolving Credit Lender’s applicable Pro Rata Share thereof. Each such payment shall be made by such reimbursed Issuing Bank or the Administrative Agent, plus interest thereon from as the date of case may be, on the Business Day on which such demand Person receives the funds paid to such Person pursuant to the date preceding sentence, if received prior to 11:00 a.m. (New York time) on such amount is returned by such Business Day, and otherwise on the next succeeding Business Day. (iv) Upon the written request of any Revolving Credit Lender, at a rate per annum equal the Issuing Banks shall furnish such requesting Revolving Credit Lender copies of any Letter of Credit and/or Alternative Currency Letter of Credit, Letter of Credit Reimbursement Agreement, and related amendment to which such Issuing Bank is party and such other documentation as reasonably may be requested by the Federal Funds Effective Rate from time to time in effect. requesting Revolving Credit Lender. (v) The obligations of a Revolving Credit Lender to make payments to the Lenders under Administrative Agent for the account of any Issuing Bank with respect to a Letter of Credit and/or Alternative Currency Letter of Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever except willful misconduct or gross negligence of such Issuing Bank, and shall be honored in accordance with this clause shall survive the payment in full Article III (irrespective of the Obligations satisfaction of the conditions described in Sections 6.1 and 6.2, as applicable) under all circumstances, including, without limitation, any of the termination following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, defense or other right which the Borrower or any Qualified Borrower may have at any time against a beneficiary named in a Letter of Credit and/or Alternative Currency Letter of Credit or any transferee of a beneficiary named in a Letter of Credit and/or Alternative Currency Letter of Credit(or any Person for whom any such transferee may be acting), any Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit and/or Alternative Currency Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit and/or Alternative Currency Letter of Credit); (C) any draft, certificate or any other document presented under the Letter of Credit and/or Alternative Currency Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (E) any failure by that Issuing Bank to make any reports required pursuant to Section 3.1(h) or the inaccuracy of any such report; or (F) the occurrence of any Event of Default or Potential Event of Default.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Multicurrency Tranche Lenders, such the Issuing Bank hereby grants to each Revolving Multicurrency Tranche Lender, and each Revolving Multicurrency Tranche Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Multicurrency Tranche Lender’s Applicable Multicurrency Tranche Revolving Credit Exposure Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Multicurrency Tranche Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Multicurrency Tranche Lender’s Applicable Multicurrency Tranche Revolving Credit Exposure Percentage of each LC Disbursement made by such the Issuing Bank and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Revolving Multicurrency Tranche Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof issues such Letter of Credit or the Revolving Lenders, such each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Revolving Portion of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such each Issuing BankBank that issues a Letter of Credit hereunder, such Revolving Lender’s Applicable Percentage Ratable Revolving Portion of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Committed Revolving CommitmentsAmounts, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) . At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent)least once per quarter, the Administrative Agent will distribute to shall provide each Revolving Lender with a schedule showing the amount of such Lender its Applicable Percentage thereof Revolving Lender’s participations in the same funds as those received by the Administrative Agent. (iii) If any payment received by outstanding Letters of Credit; provided, that the Administrative Agent shall have no liability for the account of the applicable Issuing Bank pursuant any failure to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under comply with this clause shall survive the payment in full of the Obligations and the termination of this Agreementprovision.

Participations. (i) By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of such Issuing Bank, in same day funds, the Dollar Equivalent of such Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05made, or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Credit Advance to the Borrower hereunder, regardless of the Avago Credit Agreement satisfaction of the conditions set forth in Section 3.02. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such Lender’s Applicable Percentage Ratable Share of the applicable LC Disbursement in respect Available Amount of such payment Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase pursuant to Section 2.18, an assignment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement 9.07 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By On the Closing Date with respect to the Existing Letters of Credit and by the issuance of a each other Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Banks or the Revolving Credit Lenders, the Issuing Bank that is the issuer thereof or the Lenders, has issued such Issuing Bank Letter of Credit hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Revolving Credit Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Credit Lender’s Applicable Revolving Credit Commitment Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.052.05(h), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute irrevocable and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any an Event of Default or reduction or termination of the Revolving CommitmentsTotal Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance (or, in the case of an Existing Letter of Credit, the deemed issuance) of a Letter of Credit (or an amendment to a Letter of Credit including any amendment increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof Lender or the Tranche A Lenders, such the Issuing Bank Lender hereby grants to each Revolving Tranche A Lender, and each Revolving Tranche A Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Tranche A Lender’s Applicable Tranche A Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, Agent for the account of such the Issuing BankLender, such Revolving Tranche A Lender’s Applicable Tranche A Commitment Percentage of each LC Disbursement made by such the Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Tranche A Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a an Event of Default or any reduction or termination of the Revolving Tranche A Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By Immediately upon the issuance of a any Participated Letter of Credit or an amendment Credit, the Fronting Lender shall be deemed to a Letter of Credit increasing the amount thereof, have sold and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants transferred to each Revolving Tranche 2 Lender, and each Revolving Tranche 2 Lender hereby shall be deemed irrevocably and unconditionally acquires to have 8470562v6 24740.00061 purchased and received from such Issuing Bank the Fronting Lender, without recourse or warranty (regardless except for the absence of whether Liens thereon created, incurred or suffered to exist by, through or under the conditions set forth in Section 4.02 shall have been satisfiedFronting Lender), a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage an undivided interest and participation, pro rata (based on the percentage of the aggregate amount available to be drawn under Tranche 2 Commitments represented by such Xxxxxx's Tranche 2 Commitment) in such Participated Letter of Credit, each drawing made thereunder and the obligations of the Borrowers under this Agreement with respect thereto and any Collateral or other security therefor or guaranty pertaining thereto; provided, however, that the fees described in Sections 2.9(d) and 2.9(g) shall be payable directly to the Fronting Lender as provided therein, and the other Lenders shall have no right to receive any portion thereof. Each Tranche 2 Lender acknowledges and agrees that its obligation to acquire participations hereunder in respect of Participated Letters of Credit is absolute and unconditional. In consideration and in furtherance of the foregoing, each Revolving Tranche 2 Lender hereby absolutely and unconditionally agrees to pay pay, in Dollars, to the Administrative Agent, for the account of such Issuing Bankthe Fronting Lender, such Revolving Tranche 2 Lender’s Applicable Percentage 's pro rata share (determined as provided above) of each LC Disbursement made by such Issuing Bank and Participated Letter of Credit Reimbursement Obligation not reimbursed by the applicable Borrower on the date due as provided in paragraph (fSection 3.4(c) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Revolving Lender acknowledges Upon any change in the Tranche 2 Commitments of any of the Tranche 2 Lenders pursuant to Sections 2.20, 2.21 or 11.7(a), with respect to all outstanding Participated Letters of Credit and agrees that its obligation Reimbursement Obligations under the Tranche 2 Commitments to acquire be so changed, there shall be an automatic adjustment to the participations pursuant to this paragraph in respect Section 3.4(b) to reflect the new pro rata shares of Letters of Credit is the Tranche 2 Lenders. Each Tranche 2 Lender's obligation to make payment to the Fronting Lender pursuant to this Section 3.4(b) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving CommitmentsTranche 2 Commitments or the existence of any Default or Event of Default, and that each such payment shall be made without any offset, abatement, reduction or withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By Upon the issuance of a Revolving Letter of Credit or an amendment to a Letter of Credit increasing by the amount thereofRevolving Issuing Bank, and the Revolving Issuing Bank shall be deemed, without any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersby any party hereto, such Issuing Bank hereby grants to have sold to each Revolving Lender, and each such Revolving Lender hereby irrevocably and unconditionally acquires shall be deemed, without further action by any party hereto, to have purchased from such the Revolving Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Revolving Letter of Credit in an amount for each Revolving Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Revolving Letter of Credit, effective upon the issuance of such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Revolving Issuing Bank and not reimbursed by the Borrower EnergySolutions forthwith on the date due as provided in paragraph Section 2.4(c) (for which has been so reimbursed but must be returned or restored by the Revolving Issuing Bank because of the occurrence of an event specified in Section 8.1(f) of this Section 2.05, or of any reimbursement payment required to be refunded (g) or otherwise) by making available to the Borrower Administrative Agent for any reasonthe account of the Revolving 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 Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.2(f)(ii) in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit . If and has received from to the extent that any Revolving Lender such Lender’s Applicable Percentage of shall not have so made the applicable LC Disbursement in respect amount of such payment in accordance with Section 2.05(e)(i)L/C Disbursement available to the Administrative Agent, if such Revolving Lender agrees to pay to the Administrative Agent receives forthwith on demand such amount together with interest thereon, for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly each day from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by date such L/C Disbursement is due pursuant to Section 2.4(c) until the date such amount is paid to the Administrative Agent), at the Administrative Agent will distribute to such Lender Federal Funds Rate for its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for account or the account of the applicable Revolving Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion)Bank, each Revolving as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Revolving Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agentany Business Day, plus interest thereon from the date of such demand to the date such amount is returned so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by the Revolving Issuing Bank shall be reduced by such amount on such Business Day.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Multicurrency Revolving Lenders, such Issuing Bank hereby grants to each such applicable Multicurrency Revolving Lender, and each such Multicurrency Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Multicurrency Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each of the Multicurrency Revolving Lender Lenders hereby absolutely and unconditionally agrees agree to pay to the Administrative Agent, for the account of such Issuing Bank, such Multicurrency Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank Bank, and not reimbursed by the applicable Borrower by payment in full to the Agent not later than 3:00 p.m. (New York City time) on the Business Day following the date due as provided of such payment, in paragraph (f) accordance with the terms of this Section 2.05Agreement, or of any reimbursement payment required to be refunded to the any Borrower for any reason. Each Multicurrency Revolving Lender hereby acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and AMERICAS/2024254939.6 75 Sealed Air – 4th A&R Syndicated Facility Agt unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the any Multicurrency Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each Multicurrency Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such LenderXxxxxx’s Applicable Percentage Ratable Share of the applicable LC Disbursement in respect Available Amount of such payment Letter of Credit under the Multicurrency Revolving Credit Facility at each time such Xxxxxx’s Multicurrency Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement 9.07 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance Issuance of a US Letter of Credit (or an amendment to a US Letter of Credit increasing or decreasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each US Revolving Lender, and each US Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such US Letter of Credit equal to such US Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such US Letter of Credit. The Company hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each US Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such US Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a US Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower Company on the date due as provided in paragraph (f) of this Section 2.05funded, or of any reimbursement payment required to be refunded to the Borrower Company for any reason, which amount will be advanced, and deemed to be a US Revolving Loan hereunder, regardless of the satisfaction of the conditions set forth in Section 3.02. Each US Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of US Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any US Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the US Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each US Revolving Lender further acknowledges and agrees that its participation in each US Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such Lender’s Applicable Percentage Ratable Share of the applicable LC Disbursement in respect Available Amount of such payment US Letter of Credit at each time such Lender’s US Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement 9.08 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank, and without any further action on the part of the Issuing Bank that is the issuer thereof Banks or the Lenders, (i) in the case of a Multicurrency Issuing Bank, such Multicurrency Issuing Bank hereby grants to each Revolving Multicurrency Lender, and each Revolving Multicurrency Lender hereby irrevocably and unconditionally acquires from such Multicurrency Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit and (ii) in the case of a Dollar Issuing Bank, such Dollar Issuing Bank hereby grants to each Dollar Lender, and each Dollar Lender hereby acquires from such Dollar Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Dollar Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving applicable Class of Commitments. In consideration and in furtherance of the foregoing, (x) each Multicurrency Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for the account of each Multicurrency Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by each such Multicurrency Issuing Bank and (y) each Dollar Issuing BankLender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, 747507610 22702620 for the account of each Dollar Issuing Bank, such Lender’s Applicable Dollar Percentage of each LC Disbursement made by each such Dollar Issuing Bank, in each case, in respect of Letters of Credit promptly upon the request of each such Issuing Bank (which such request shall be made by such Issuing Bank in accordance with the notice requirements applicable to the Borrower with respect to a request for Loans in Section 2.03) at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.06 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iLenders), if and the Administrative Agent receives for the account of shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agentpursuant to Section 2.05(f), the Administrative Agent will shall distribute such payment to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to Section 2.05(e)(i) is required this paragraph to be returned under any of the circumstances described in Section 9.08 (including reimburse an Issuing Bank, then to such Lenders and such Issuing Banks as their interests may appear. Any payment made by a Lender pursuant to any settlement entered into by the this paragraph to reimburse an Issuing Bank in for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its discretion), each Revolving Lender shall pay obligation to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance of a Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such each Letter of Credit equal to such Revolving Lender’s Applicable Core Currency Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Core Currency Commitment Percentage of each LC Disbursement made by such the Issuing Bank in respect of each such Letter of Credit and not reimbursed by the Borrower Parent or the applicable Letter of Credit Applicant on the date due as provided in paragraph (f) of this Section 2.052.10(e), or of any reimbursement payment required to be refunded to the Borrower Parent or the applicable Letter of Credit Applicant for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph subsection in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or the reduction or termination of the Revolving Aggregate Core Currency Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving ; provided that no Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank shall be obligated to make any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for any wrongful LC Disbursement made by the account Issuing Bank as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementBank.

Participations. (i) By Immediately upon Issuance by the issuance Issuing Bank of a any Letter of Credit or an amendment to a Letter of Credit increasing in accordance with the amount thereofprocedures set forth in this Section 2.04, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Loan Lender hereby shall be deemed to have irrevocably and unconditionally acquires purchased and received from such the Issuing Bank Bank, without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)warranty, a an undivided interest and participation in such Letter of Credit equal to the extent of such Revolving Loan Lender’s Applicable Percentage 's Pro Rata Share, including, without limitation, all obligations of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay Borrower with respect thereto (other than amounts owing to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under Section 2.04(g)) and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges security therefor and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverguaranty pertaining thereto. (ii) At any time after an If the Issuing Bank has made a makes any payment under any Letter of Credit and has received from any Revolving Lender the Borrower does not repay such Lender’s Applicable Percentage of amount to the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of on the related unreimbursed amount of Reimbursement Date, the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Issuing Bank shall promptly notify the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), which shall promptly notify each Revolving Loan Lender, and each Revolving Loan Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the applicable Issuing Bank, in immediately available funds, the amount of such Revolving Loan Lender's Pro Rata Share of such payment (net of that portion of such payment, if any, made by such Revolving Loan Lender in its capacity as the Issuing Bank), and the Administrative Agent shall promptly pay to the Issuing Bank such amounts received by it, and any other amounts received by the Administrative Agent for the Issuing Bank's account, pursuant to this Section 2.04(e). All such payments shall constitute Revolving Loans made to the Borrower pursuant to Section 2.01 (irrespective of the satisfaction of the conditions in Section 5.02 or the requirement in Section 2.01(b) to deliver a Notice of Borrowing, which conditions and requirement, for the purpose of refunding any Reimbursement Obligation owing to the Issuing Bank, the Revolving Loan Lenders irrevocably waive). If a Revolving Loan Lender does not make its Applicable Percentage thereof on demand Pro Rata Share of the amount of such payment available to the Administrative Agent, plus such Revolving Loan Lender agrees to pay to the Administrative Agent for the account of the Issuing Bank, forthwith on demand, such amount together with interest thereon from thereon, for the date of such demand to first Business Day after the date such amount is returned by such Lender, payment was first due at a rate per annum equal to the Federal Funds Effective Rate, and thereafter at the interest rate then applicable to a Base Rate from time to time Loan for Revolving Loans in effectaccordance with Section 4.01(a). The obligations failure of any such Revolving Loan Lender to make available to the Administrative Agent for the account of an Issuing Bank its Pro Rata Share of any such payment shall neither relieve any other Revolving Loan Lender of its obligation hereunder to make available to the Administrative Agent for the account of the Lenders under Issuing Bank such other Revolving Loan Lender's Pro Rata Share of any payment on the date such payment is to be made nor increase the obligation of any other Revolving Loan Lender to make such payment to the Administrative Agent. This Section 2.04(e)(ii) does not relieve the Borrower of its obligation to pay or repay any Revolving Loan Lender funding its Pro Rata Share of such payment pursuant to this Section 2.04(e)(ii) interest on the amount of such payment from such date such payment is to be made until the date on which payment is repaid in full. (iii) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which any Revolving Loan Lender has made a Revolving Loan pursuant to clause (ii) of this Section 2.04(e)(iii), the Issuing Bank shall survive promptly pay to the Administrative Agent such payment in full of the Obligations and the termination of this Agreementaccordance with Section 3.

Participations. (i) By the issuance of a the CE Letter of Credit (or an amendment to a the CE Letter of Credit increasing the amount thereof, ) and without any further action on the part of the CE Issuing Bank that is the issuer thereof or the Lenders, such the CE Issuing Bank hereby grants to each Lender that has a Revolving LenderCredit Commitment, and each Revolving such Lender hereby irrevocably and unconditionally acquires from such the CE Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such the CE Issuing Bank's CE Letter of Credit equal to such Revolving Lender’s 's Applicable RC Percentage of the aggregate amount available to be drawn under such the CE Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the CE Issuing Bank, such Revolving Lender’s 's Applicable RC Percentage of (i) each LC Credit Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph Section 3.05, (fii) of this Section 2.05, or of each Liquidity Disbursement made by the CE Issuing Bank and (iii) any reimbursement payment in respect of a CE LC Disbursement required to be refunded to the Borrower for any reason. Each Revolving such Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of CE Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any the CE Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . The Administrative Agent shall notify each Lender that participates in the CE Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable CE LC Disbursement in respect of such Disbursement, the payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly then due from the Borrower or otherwise, including proceeds AESOP in respect thereof and such Lender's Applicable RC Percentage thereof. Promptly following receipt of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion)notice, each Revolving such Lender shall pay to the Administrative Agent Agent, for the account of the applicable CE Issuing Bank Bank, its Applicable RC Percentage thereof on demand of, in the case of any Credit Draw, the payment then due from the Borrower, and in the case of any Liquidity Draw, of the Administrative Agent, plus interest thereon from the date amount of such demand to drawing, in the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.same manner as provided in

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof LC Issuer or the Lenders, such Issuing Bank LC Issuer hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)LC Issuer, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable 's Revolving Credit Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing BankLC Issuer, such Revolving Credit Lender’s Applicable 's Revolving Credit Commitment Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) unreimbursed drawing under any Letter of this Section 2.05Credit, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default, the failure of any condition in Article V to be satisfied, or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At . Following receipt by Agent of any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement by Borrowers in respect of any unreimbursed drawing or of any refunded reimbursement payment, Agent shall disburse such payment in accordance with to LC Issuer, or to the extent that the Lenders have made payments pursuant to this Section 2.05(e)(i)2.4.10 to LC Issuer, if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute then to such Lender its Applicable Percentage thereof Lenders and LC Issuer, as their interest may appear. The purchase of participations in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account Letters of the applicable Issuing Bank Credit pursuant to this Section 2.05(e)(i) is required to be returned under 2.4.10 shall not constitute a Loan and shall not relieve any Borrower of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The reimbursement and other obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementSection 2.4.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of 109 Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.052.22, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default, other than a reduction or termination of the Revolving CommitmentsCommitments (upon which any such reduction or termination, if the remaining applicable Commitments are insufficient to cover the maximum amount of any Letter of Credit then outstanding, the Borrower shall Cash Collateralize such Letters of Credit as set forth in Section 2.22(j)), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Effective with respect to each Letter of Credit or an (and each amendment to a Letter of Credit increasing the amount thereof) upon the issuance (or increase) thereof, and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such each Issuing Bank hereby grants to each Revolving ABT Lender, and each Revolving ABT Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such each Letter of Credit equal to such Revolving Lender’s Applicable ABT Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving ABT Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable ABT Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or such Lender’s ABT Percentage of any reimbursement payment in respect of an LC Disbursement required to be refunded to the any Borrower for any reason, each such payment to be made in the currency of such LC Disbursement. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or Credit, the occurrence and continuance of a Default Default, any reduction of its ABT Commitment or the aggregate amount of the ABT Commitments or any reduction force majeure or termination other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the Revolving Commitments, and that each such payment shall International Chamber of Commerce) permits a drawing to be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage after the expiration thereof or of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative AgentABT Commitments. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance Issuance of a the Letter of Credit or an amendment to a Letter of Credit increasing the amount thereofCredit, automatically and without any further action on the part of the Administrative Agent, the Issuing Bank that is Lender or any Lender, the issuer thereof or the Lenders, such Issuing Bank Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such the Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such the Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing BankLender, such Revolving Lender’s Applicable Percentage of each LC LOC Disbursement made by such the Issuing Bank Lender, in each case in the event and to the extent that (x) the applicable Reimbursement Obligation is not reimbursed by the Borrower Loan Parties by 11:00 a.m. on the date due as provided applicable Issuing Lender Reimbursement An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Date or (y) any amount paid by the Loan Parties in paragraph (f) reimbursement of this Section 2.05, or of any reimbursement payment such Reimbursement Obligation is required to be refunded to the Borrower Loan Parties by the Issuing Lender for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations a participation pursuant to this paragraph in respect of Letters the Letter of Credit and to make the payments provided for herein is absolute and unconditional (without prejudice to its right to assign on the terms herein provided) and shall not be affected by any circumstance whatsoever, including (1) any amendmentof the matters described in Section 2.01(e), renewal or extension (2) any amendment of any the Letter of Credit or Credit, (3) the occurrence and continuance of a Default or an Event of Default, or (4) any reduction or termination of any of the Revolving Commitments, and each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Credit Lenders, such Issuing Bank hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05made, or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Credit Advance to the Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.04. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such Lender’s Applicable Percentage Ratable Share of the applicable LC Disbursement in respect Available Amount of such payment Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with Section 2.05(e)(i)2.21, if the Administrative Agent receives for the account of such Issuing Bank any payment an assignment in respect of the related unreimbursed amount of the applicable LC Disbursement accordance with Section 9.07 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the Immediately upon issuance by an Issuing Bank of a any Letter of Credit or an amendment to a Letter of Credit increasing in accordance with the amount thereofprocedures set forth in this Section 3.1, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Credit Lender hereby shall be deemed to have irrevocably and unconditionally acquires purchased and received from such that Issuing Bank Bank, without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)warranty, a an undivided interest and participation in such Letter of Credit equal to the extent of such Revolving Lender’s Applicable Percentage applicable Pro Rata Share, including, without limitation, all obligations of the aggregate amount available Borrower or the applicable Qualified Borrower with respect thereto (other than amounts owing to be drawn the Issuing Bank under such Section 3.1(g)) and any security therefor and guaranty pertaining thereto. (ii) If any Issuing Bank makes any payment under any Letter of Credit. In consideration Credit and in furtherance of the foregoingBorrower or the applicable Qualified Borrower does not repay such amount to the Issuing Bank on the Reimbursement Date, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each other Revolving Credit Lender, and each Revolving Credit Lender hereby absolutely shall promptly and unconditionally agrees to pay to the Administrative Agent, Agent for the account of such Issuing Bank, in immediately available funds, the amount of such Revolving Credit Lender’s Applicable Percentage applicable Pro Rata Share of each LC Disbursement such payment (net of that portion of such payment, if any, made by such Issuing Bank and not reimbursed by the Borrower on the date due in its capacity as provided in paragraph (f) an issuer of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any a Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving CommitmentsCredit), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of shall promptly pay to such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those amounts received by the Administrative Agent. (iii) If it, and any payment other amounts received by the Administrative Agent for the account such Issuing Bank’s account, pursuant to this Section 3.1(e). If a Revolving Credit Lender does not make its Pro Rata Share of the applicable Issuing Bank pursuant amount of such payment available to Section 2.05(e)(i) is required the Administrative Agent, such Revolving Credit Lender agrees to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank, forthwith on demand, such amount together with interest thereon at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of an Issuing Bank its Applicable Percentage thereof Pro Rata Share of any such payment shall neither relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank such other Revolving Credit Lender’s Pro Rata Share of any payment on demand the date such payment is to be made nor increase the obligation of any other Revolving Credit Lender to make such payment to the Administrative Agent. (iii) Whenever an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which the Administrative Agent has previously received payments from any other Revolving Credit Lender for the account of such Issuing Bank pursuant to this Section 3.1(e), such Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each other Revolving Credit Lender an amount equal to such other Revolving Credit Lender’s applicable Pro Rata Share thereof. Each such payment shall be made by such reimbursed Issuing Bank or the Administrative Agent, plus interest thereon from as the date of case may be, on the Business Day on which such demand Person receives the funds paid to such Person pursuant to the date preceding sentence, if received prior to 11:00 a.m. (New York time) on such amount is returned by such Business Day, and otherwise on the next succeeding Business Day. (iv) Upon the written request of any Revolving Credit Lender, at a rate per annum equal the Issuing Banks shall furnish such requesting Revolving Credit Lender copies of any Letter of Credit, Letter of Credit Reimbursement Agreement, and related amendment to which such Issuing Bank is party and such other documentation as reasonably may be requested by the Federal Funds Effective Rate from time to time in effect. requesting Revolving Credit Lender. (v) The obligations of a Revolving Credit Lender to make payments to the Lenders under Administrative Agent for the account of any Issuing Bank with respect to a Letter of Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever except willful misconduct or gross negligence of such Issuing Bank as determined in a final judgment by a court of competent jurisdiction, and shall be honored in accordance with this clause shall survive the payment in full Article III (irrespective of the Obligations satisfaction of the conditions described in Sections 6.1 and 6.2, as applicable) under all circumstances, including, without limitation, any of the termination following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, defense or other right which the Borrower or any Qualified Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit<)>; (C) any draft, certificate or any other document presented under the Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (E) any failure by that Issuing Bank to make any reports required pursuant to Section 3.1(h) or the inaccuracy of any such report; or (F) the occurrence of any Event of Default or Potential Event of Default.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the Issuing Bank that is the issuer thereof applicable L/C Issuer or the Revolving Credit Lenders, such Issuing Bank L/C Issuer hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)L/C Issuer, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph clause (e) in respect of Letters of Credit is absolute absolute, unconditional and unconditional irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, unconditionally and that irrevocably agrees to pay to the Administrative Agent, for account of the applicable L/C Issuer, such Revolving Credit Lender’s Applicable Revolving Credit Percentage of each L/C Disbursement made by such L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Credit Lenders pursuant to Section 2.03(f) until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Maturity Date then in effect for the Revolving Credit Facility. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Revolving Credit Loans made by such Revolving Credit Lender (ii) At any time after an Issuing Bank has made a and Section 2.02 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iRevolving Credit Lenders), if and the Administrative Agent receives for shall promptly pay to the account applicable L/C Issuer the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agentpursuant to Section 2.04(f), the Administrative Agent will shall distribute such payment to the applicable L/C Issuer or, to the extent that the Revolving Credit Lenders have made payments pursuant to this clause (e) to reimburse such L/C Issuer, then to such Revolving Credit Lenders and such L/C Issuer as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this clause (e) to reimburse an L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank aggregate amount available to be drawn under such Letter of Credit at each time such Revolving Credit Xxxxxx’s Revolving Credit Commitment is amended pursuant to the operation of Section 2.05(e)(i) is required to be returned under any 2.14 or Section 2.15, as a result of the circumstances described an assignment in accordance with Section 9.08 (including 10.06 or otherwise pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance (or, in the case of an Existing Letter of Credit, the deemed issuance) of a Letter of Credit (or an amendment to a Letter of Credit including any amendment increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof Lender or the Tranche A Lenders, such the Issuing Bank Lender hereby grants to each Revolving Tranche A Lender, and each Revolving Tranche A Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Tranche A Lender s Tranche A Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, Agent for the account of such the Issuing BankLender, such Revolving Lender’s Applicable Tranche A Lender s Tranche A Commitment Percentage of each LC Disbursement made by such the Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Tranche A Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a an Event of Default or any reduction or termination of the Revolving Tranche A Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit or an (and any amendment to a Letter of Credit increasing the face amount thereof), automatically and without any further action on the part of the Administrative Agent, the Issuing Bank that is the issuer thereof or the Lenders, such applicable Lenders (i) the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC LOC Disbursement made by such the Issuing Bank and in the event (x) the applicable Facility Reimbursement Obligation is not reimbursed by the Borrower on the date due as provided on which such LOC Disbursement is made or (y) any amount paid by the Borrower in paragraph (f) reimbursement of this Section 2.05, or of any reimbursement payment a Facility Reimbursement Obligation is required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit and to make the payments provided for herein is absolute and unconditional (without prejudice to its right to assign on the terms herein provided) and shall not be affected by any circumstance whatsoever, including any of the matters described in Section 2.01(e) or any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any an Event of Default or a reduction or termination of any of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By Immediately upon Issuance by the issuance Issuing Bank of a any Letter of Credit or an amendment to a Letter of Credit increasing in accordance with the amount thereofprocedures set forth in this Section 2.04, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Loan Lender hereby shall be deemed to have irrevocably and unconditionally acquires purchased and received from such the Issuing Bank Bank, without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)warranty, a an undivided interest and participation in such Letter of Credit equal to the extent of such Revolving Loan Lender’s Applicable Percentage 's Pro Rata Share, including, without limitation, all obligations of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay Borrower with respect thereto (other than amounts owing to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under Section 2.04(g)) and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges security therefor and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverguaranty pertaining thereto. (ii) At any time after an If the Issuing Bank has made a makes any payment under any Letter of Credit and has received from any Revolving Lender the Borrower does not repay such Lender’s Applicable Percentage of amount to the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of on the related unreimbursed amount of Reimbursement Date, the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Issuing Bank shall promptly notify the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), which shall promptly notify each Revolving Loan Lender, and each Revolving Loan Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the applicable Issuing Bank, in immediately available funds, the amount of such Revolving Loan Lender's Pro Rata Share of such payment (net of that portion of such payment, if any, made by such Revolving Loan Lender in its capacity as the Issuing Bank), and the Administrative Agent shall promptly pay to the Issuing Bank such amounts received by it, and any other amounts received by the Administrative Agent for the Issuing Bank's account, pursuant to this Section 2.04(e). All such payments shall constitute Revolving Loans made to the Borrower pursuant to Section 2.01 (irrespective of the satisfaction of the conditions in Section 5.02 or the requirement in Section 2.01(b) to deliver a Notice of Borrowing, which conditions and requirement, for the purpose of refunding any Reimbursement Obligation owing to the Issuing Bank, the Revolving Loan Lenders irrevocably waive). If a Revolving Loan Lender does not make its Applicable Percentage thereof on demand Pro Rata Share of the amount of such payment available to the Administrative Agent, plus such Revolving Loan Lender agrees to pay to the Administrative Agent for the account of the Issuing Bank, forthwith on demand, such amount together with interest thereon from thereon, for the date of such demand to first Business Day after the date such payment was first due at the Federal Funds Rate, and thereafter at the interest rate then applicable to a Base Rate Loan in accordance with Section 4.01(a). The failure of any such Revolving Loan Lender to make available to the Administrative Agent for the account of an Issuing Bank its Pro Rata Share of any such payment shall neither relieve any other Revolving Loan Lender of its obligation hereunder to make available to the Administrative Agent for the account of the Issuing Bank such other Revolving Loan Lender's Pro Rata Share of any payment on the date such payment is to be made nor increase the obligation of any other Revolving Loan Lender to make such payment to the Administrative Agent. This Section does not relieve the Borrower of its obligation to pay or repay any Revolving Loan Lender funding its Pro Rata Share of such payment pursuant to this Section interest on the amount of such payment from such date such payment is returned to be made until the date on which payment is repaid in full. (iii) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, as to which any Revolving Loan Lender has made a Revolving Loan pursuant to clause (ii) of this Section, the Issuing Bank shall promptly pay to the Administrative Agent such payment in accordance with Section 3.02. Each such payment shall be made by the Issuing Bank or the Administrative Agent, as the case may be, on the Business Day on which such Person receives the funds paid to such Person pursuant to the preceding sentence, if received prior to 11:00 a.m. (New York time) on such Business Day, and otherwise on the next succeeding Business Day. (iv) Upon the request of any Lender, the Issuing Bank shall furnish such Lender copies of any Letter of Credit or Letter of Credit Reimbursement Agreement to which the Issuing Bank is party and such other documentation as reasonably may be requested by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. . (v) The obligations of a Revolving Loan Lender to make payments to the Lenders under this clause shall survive Administrative Agent for the payment in full account of the Obligations Issuing Bank with respect to a Letter of Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever except willful misconduct or gross negligence of the Issuing Bank, and shall be honored in accordance with this Article II (irrespective of the termination satisfaction of this Agreementthe conditions described in Article V, as applicable, which conditions, for the purposes of refunding any Reimbursement Obligation owed to the Issuing Bank, such Revolving Loan Lenders irrevocably waive) under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability hereof or of any of the other Loan Documents; (B) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection herewith, with any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (C) any draft, certificate or any other document presented under the Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (E) any failure by the Issuing Bank to make any reports required pursuant to Section 2.04(h) or the inaccuracy of any such report; or (F) the occurrence of any Event of Default or Default.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the any Issuing Bank that is the issuer thereof or the Revolving Lenders, such each U.S. Issuing Bank hereby grants to each U.S. Revolving LenderLender (with respect to each U.S. Letter of Credit) and each Multicurrency Issuing Bank hereby grants to each Multicurrency Revolving Lender (with respect to each Multicurrency Letter of Credit), and each U.S. Revolving Lender hereby irrevocably and unconditionally acquires from such each U.S. Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such U.S. Letter of Credit equal to such Xxxxxx’s Applicable Percentage of the aggregate amount available to be drawn under such U.S. Letter of Credit and each Multicurrency Revolving Lender hereby acquires from each Multicurrency Issuing Bank, a participation in such Multicurrency Letter of Credit equal to such Multicurrency Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Multicurrency Letter of Credit. In consideration and in furtherance of the foregoing, (i) each U.S. Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable U.S. Issuing Bank, such Revolving LenderXxxxxx’s Applicable Percentage of each LC Disbursement made by such the applicable U.S. Issuing Bank and not reimbursed by the U.S. Borrower on the date due as provided in paragraph (f) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the U.S. Borrower for any reason and (ii) each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Multicurrency Administrative Agent, for the account of the applicable Multicurrency Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the applicable Multicurrency Issuing Bank and not reimbursed by the Borrowers; in each case, on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to either Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Lenders, such the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of CreditCredit (in respect of any Letter of Credit issued in an Alternate Currency, expressed in the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank, and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such the Issuing Bank hereby grants to each Revolving Multicurrency Lender, and each Revolving Multicurrency Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Multicurrency Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, provided that no Multicurrency Lender shall be required to purchase a participation in a Letter of Credit pursuant to this Section 2.04(e) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit was issued and (y) the Required Multicurrency Lenders shall have so notified the Issuing Bank in writing and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist. In consideration and in furtherance of the foregoing, each Multicurrency Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit promptly upon the request of the Issuing Bank at any time from the time of such LC Disbursement until 000000000000.00.XXXXXXXX US\20318313.19 such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.05 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(iMulticurrency Lenders), if and the Administrative Agent receives for shall promptly pay to the account of such Issuing Bank the amounts so received by it from the Multicurrency Lenders. Promptly following receipt by the Administrative Agent of any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agentpursuant to paragraph (f), the Administrative Agent will shall distribute such payment to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion)or, each Revolving Lender shall pay to the Administrative Agent for extent that the account of Multicurrency Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Multicurrency Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of obligation to reimburse such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this AgreementLC Disbursement.

Participations. (i) By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Tranche A Lenders, such Issuing Bank hereby grants to each Revolving Tranche A Lender, and each Revolving Tranche A Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Tranche A Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in same day funds, such Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section 2.05made, or of any reimbursement payment required to be refunded to the such Borrower for any reason, which amount will be advanced, and deemed to be a Tranche A Advance to such Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.03. Each Revolving Tranche A Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Tranche A Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any . Each Tranche A Lender further acknowledges and agrees that its participation in each Letter of Credit and has received from any Revolving Lender will be automatically adjusted to reflect such Lender’s Applicable Percentage Ratable Share of the applicable LC Disbursement in respect Available Amount of such payment Letter of Credit at each time such Lender’s Tranche A Commitment is amended pursuant to a Commitment Increase pursuant to Section 2.18, an assignment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement 9.07 or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank otherwise pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the Issuing Bank that is the issuer thereof or the LendersLenders under the applicable Tranche, such the Issuing Bank hereby grants to each Revolving such Lender, and each Revolving such Lender hereby irrevocably and unconditionally acquires from such the Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Applicable Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Tranche Percentage of (i) each LC Disbursement made by the Issuing Bank in US Dollars and (ii) the US Dollar Equivalent, using the Exchange Rates in effect on the date such payment is required, of each LC Disbursement made by such Issuing Bank in an Alternative Currency, and in each case, not reimbursed by the Borrower Company or the applicable Foreign Borrower, as the case may be, on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower Company or the applicable Foreign Borrower, as the case may be, for any reasonreason (or, if such reimbursement payment was refunded in an Alternative Currency, the US Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, thereof ) and without any further action on the part of the any Issuing Bank that is the issuer thereof or the Lenders, such the applicable Issuing Bank hereby grants to each Revolving Lender, Credit Lender and each Revolving Credit Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 4.1 or 4.2 shall have been satisfied)) and shall be deemed to have purchased from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Credit Lender’s Applicable Percentage of each LC Disbursement with respect to a Letter of Credit made by such Issuing Bank and Bank, and, in each case, not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section 2.052.4, or of any reimbursement payment required to be refunded to the applicable Borrower for any reasonreason in respect thereof. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit, and such Revolving Credit is Lender’s obligations under Section 2.4(e) are absolute and unconditional and shall not be affected by any circumstance including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the applicable Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever, including any amendment, renewal or extension of any Letter of Credit or (ii) the occurrence and or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, any other Loan Party or any other Lender or any reduction in or termination of the Revolving CommitmentsCredit Commitments or (v) any other circumstance, and that each such payment shall be made without any offsethappening or event whatsoever, abatement, withholding whether or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute not similar to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreementforegoing.

Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Revolving Letter of Credit equal to such Revolving Facility Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally severally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, Agent in U.S. Dollars such Revolving Facility Lender’s Applicable Revolving Facility Percentage of each LC Revolving L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the applicable Issuing Bank that is the issuer thereof or the Lenders, such the applicable Issuing Bank hereby grants to each Revolving Tranche One Lender or Tranche Two Lender, as applicable, and each Revolving Tranche One Lender or Tranche Two Lender, as applicable, hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Tranche One Percentage or Tranche Two Percentage, as applicable, from time to time of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Tranche One Lender or Tranche Two Lender, as applicable, hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in the currency of the applicable Letter of Credit (or in US Dollars if (i) such Revolving Letter of Credit is a Tranche Two Letter of Credit and the currency of such Letter of Credit is Swedish Kronor or (ii) the currency of such Letter of Credit is an Agreed LC Currency), such Lender’s Applicable Tranche One Percentage or Tranche Two Percentage, as applicable, of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or Credit, the occurrence and continuance of a Default or Default, any reduction or termination of the Revolving Tranche One Commitments or Tranche Two Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Tranche One Commitments or Tranche Two Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof, ) and without any further action on the part of the such Issuing Bank that is the issuer thereof or the Lenders, such each Issuing Bank hereby grants to each U.S. Revolving LenderLender (in the case of the U.S. Letter of Credit) and each Multicurrency Revolving Lender (in the case of a Multicurrency Letter of Credit), and each such Revolving Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Percentage of the applicable Revolving Tranche of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Revolving Lender (in the case of the U.S. Letter of Credit) and each Multicurrency Revolving Lender (in the case of a Multicurrency Letter of Credit) hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable applicable Revolving Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (fe) of this Section 2.05Section, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage of the applicable LC Disbursement in respect of such payment in accordance with Section 2.05(e)(i), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (iii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the Issuing Bank that is the issuer thereof L/C Issuer or the Lenders, such Issuing Bank the L/C Issuer hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby irrevocably and unconditionally acquires from such Issuing Bank without recourse or warranty (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied)L/C Issuer, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph clause (e) in respect of Letters of Credit is absolute absolute, unconditional and unconditional irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Facility Commitments. (ii) In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely, unconditionally and that irrevocably agrees to pay to the Administrative Agent, for the account of the L/C Issuer, such Lender’s Revolving Facility Percentage of each L/C Disbursement made by the L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Facility Lenders pursuant to Section 2.05(f) until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Revolving Facility Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . Each such payment shall be made in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (ii) At any time after an Issuing Bank has made a and Section 2.07 shall apply, mutatis mutandis, to the payment under any Letter of Credit and has received from any Revolving Lender such Lender’s Applicable Percentage obligations of the applicable LC Disbursement in respect of such payment in accordance with Revolving Facility Lenders pursuant to this Section 2.05(e)(i2.05), if and the Administrative Agent receives for shall promptly pay to the account L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of such Issuing Bank any payment in respect of the related unreimbursed amount of the applicable LC Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agentpursuant to Section 2.05(f), the Administrative Agent will shall distribute such payment to the L/C Issuer or, to the extent that the Revolving Facility Lenders have made payments pursuant to this clause (e) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this clause (e) to reimburse the L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its Applicable Percentage thereof in the same funds as those received by the Administrative Agentobligation to reimburse such L/C Disbursement. (iii) Each Revolving Facility Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender's Revolving Facility Commitment is amended pursuant to the operation of Section 2.22 or 2.25, as a result of an assignment in accordance with Section 9.04 or otherwise pursuant to this Agreement. (iv) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant Revolving Facility Lender fails to Section 2.05(e)(i) is required to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Lender shall pay make available to the Administrative Agent for the account of the applicable Issuing Bank its Applicable Percentage thereof on demand L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(e), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), plus on demand, such amount with interest thereon for the period from the date of such demand payment is required to the date on which such amount payment is returned by such Lender, immediately available to L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. The obligations If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Facility Loan included in the relevant Revolving Facility Borrowing or L/C Disbursement Participation. A certificate of the Lenders L/C Issuer submitted to any Revolving Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e)(iv) shall survive the payment in full of the Obligations and the termination of this Agreementbe conclusive absent manifest error.