Common use of Specified Foreign Currency Participations Clause in Contracts

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all Revolving Loans which are denominated in a Specified Foreign Currency (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable Lenders (including Bank of America, N.A. or its branches or Affiliates) who are not Participating Specified Foreign Currency Lenders (as defined below). Each applicable Lender acceptable to the Administrative Agent that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank in an amount equal to such Participating Specified Foreign Currency Lender’s Percentage of the Borrowing that includes such Revolving Loan. Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting Bank, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank in accordance with the settlement procedure set forth in Section 16.02 below. The Designated Fronting Bank and the Administrative Agent shall record on their books the amount of the Revolving Loans made by such Designated Fronting Bank and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.01.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all Revolving Loans under a Tranche which are denominated in a Specified Foreign Currency Canadian Dollars (each, a “Specified Foreign Currency Loan”) ), shall be made solely by the applicable Lenders (including Bank of America, N.A. or its branches or Affiliatesthe Fronting Lender) under such Tranche who are not Participating Specified Foreign Currency Lenders (as defined below)Lenders. Each applicable Subject to Section 15.07, each Lender acceptable to the Administrative Agent Fronting Lender (in its sole discretion) that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) at the time such Lender becomes a “Lender” hereunder shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other the Fronting Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank Lender shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each Revolving Loan under a Tranche which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank Lender in an amount equal to such Participating Specified Foreign Currency Lender’s U.S. Facility RL Percentage or Canadian Facility RL Percentage, as the case may be, of the Borrowing that includes such Revolving LoanLoan (it being understood and agreed that whether or not a Person should become a Participating Specified Foreign Currency Lender shall be made by the Administrative Agent in it sole discretion, but once made, subject to Section 15.07, shall not be revoked). Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankLender, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank Lender shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant Revolving Loan under a Tranche and (ii) such Participating Specified Foreign Currency Lender’s U.S. Facility RL Percentage or Canadian Facility RL Percentage, as the case may be), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender in accordance with the settlement procedure set forth in Section 16.02 below15.02. The Designated Fronting Bank Lender and the Administrative Agent shall record on their books the amount of the Revolving Loans made by such Designated the Fronting Bank Lender and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.0115.01. This Section 15 shall not affect the obligations of any Lender that does not have Specified Foreign Currency Funding Capacity and that is not a Participating Specified Foreign Currency Lender to make Specified Foreign Currency Loans in accordance with the terms and conditions set forth in the other Sections of this Agreement.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all Revolving Loans which are denominated in a Specified Foreign Currency (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable Lenders (including Bank of America, N.A. or its branches or Affiliates) who are not Participating Specified Foreign Currency Lenders (as defined below). Each applicable Lender acceptable to the Administrative Agent that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank in an amount equal to such Participating Specified Foreign Currency Lender’s Percentage of the Borrowing that includes such Revolving Loan. Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting Bank, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank in accordance with the settlement procedure set forth in Section 16.02 below. The Designated Fronting Bank and the Administrative Agent shall record on their books the amount of the Revolving Loans made by such Designated Fronting Bank and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.01.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all Revolving Loans which are denominated in a Specified Foreign Currency Australian Dollars, Pounds Sterling or Euros (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable Lenders (including Bank of America, N.A. or its branches or Affiliatesthe Fronting Lender) who are not Participating Specified Foreign Currency Lenders (as defined below)Lenders. Each applicable Subject to Section 15.07, each Lender acceptable to the Administrative Agent Fronting Lender (in its sole discretion) that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) at the time such Lender becomes a “Lender” hereunder shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other the Fronting Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank Lender shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank Lender in an amount equal to such Participating Specified Foreign Currency Lender’s Percentage of the Borrowing that includes such Revolving LoanLoan (it being understood and agreed that whether or not a Person should become a Participating Specified Foreign Currency Lender shall be made by the Administrative Agent in it sole discretion). Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankLender, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank Lender shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender in accordance with the settlement procedure set forth in Section 16.02 below15.02. The Designated Fronting Bank Lender and the Administrative Agent shall record on their books the amount of the Revolving Loans made by such Designated the Fronting Bank Lender and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.0115.01. This Section 15 shall not affect the obligations of any Lender that does not have Specified Foreign Currency Funding Capacity and that is not a Participating Specified Foreign Currency Lender to make Specified Foreign Currency Loans in accordance with the terms and conditions set forth in the other Sections of this Agreement.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all U.S./European Revolving Loans which that are denominated in a Specified Foreign Currency (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable U.S./European Lenders (including LaSalle Bank of America, N.A. or its branches or AffiliatesN.A.) who are not Participating Specified Foreign Currency Lenders (as defined below). Each applicable U.S./European Lender acceptable to the Administrative Agent LaSalle Bank N.A. that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) LaSalle Bank of America, N.A. and each other Lender, or (ii) if agreed to by Bank of America, N.A., and LaSalle Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank N.A. shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each U.S./European Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting LaSalle Bank N.A. in an amount equal to such Participating Specified Foreign Currency Lender’s U.S./European Percentage of the Borrowing that includes such U.S./European Revolving Loan. Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankLaSalle Bank N.A., without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting LaSalle Bank N.A. for each Specified Foreign Currency Participation purchased by it from the Designated Fronting LaSalle Bank N.A. shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant U.S./European Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s U.S./European Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting LaSalle Bank N.A. in accordance with the settlement procedure set forth in Section 16.02 12.02 below. The Designated Fronting LaSalle Bank N.A. and the Administrative Funding Agent shall record on their books the amount of the U.S./European Revolving Loans made by such Designated Fronting LaSalle Bank N.A. and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.0112.01.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all Revolving Loans which are denominated in a Specified Foreign Currency Euros (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable ABL Lenders (including Bank of America, N.A. or its branches or Affiliatesthe Fronting Lender) who are not Participating Specified Foreign Currency Lenders (as defined below). Each applicable ABL Lender acceptable to the Administrative Agent Fronting Lender (in its sole discretion) that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other the Fronting Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank Lender shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank Lender in an amount equal to such Participating Specified Foreign Currency Lender’s RL Facility Percentage of the Borrowing that includes such Revolving Loan. Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankLender, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank Lender shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s RL Facility Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender in accordance with the settlement procedure set forth in Section 16.02 below. The Designated Fronting Bank Lender and the Administrative Agent shall record on their books the amount of the Revolving Loans made by such Designated the Fronting Bank Lender and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.01. This Section 16 shall not affect the obligations of any ABL Lender that does not have Specified Foreign Currency Funding Capacity and that is not a Participating Specified Foreign Currency Lender to make Specified Foreign Currency Loans in accordance with the terms and conditions set forth in the other Sections of this Agreement.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all Revolving Credit Loans which that are denominated in a the Specified Foreign Currency (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable Revolving Credit Lenders (including Bank of AmericaCitibank, N.A. or its branches or AffiliatesN.A., London Branch) who are not Participating Specified Foreign Currency Lenders (as defined below). Each applicable Re­volving Credit Lender acceptable to the Administrative Agent Citibank, N.A., London Branch that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other Lender, or (ii) if agreed to by Bank of AmericaCitibank, N.A., Bank of AmericaLondon Branch, and Citibank, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank London Branch shall sell and be deemed to sell to each such Participating Specified Foreign For­eign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided undi­vided interest and participation (a “Specified Foreign Currency Participation”) in each Revolving Credit Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank Citi­bank, N.A., London Branch in an amount equal to such Participating Specified Foreign Currency Lender’s Percentage Pro Rata Share of the Borrowing that includes such Revolving Credit Loan. Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankCitibank, N.A., London Branch, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Citibank, N.A., London Branch for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank Citibank, N.A., London Branch shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant Revolving Credit Loan and (ii) such Participating Specified Foreign Currency Cur­rency Lender’s PercentagePro Rata Share), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Citibank, N.A., London Branch in accordance with the settlement procedure set forth in Section 16.02 12.02 below. The Designated Fronting Bank Citibank, N.A., London Branch and the Administrative Agent shall record on their books the amount of the Revolving Credit Loans made by such Designated Fronting Bank Citibank, N.A., London Branch and each Participating Specified Foreign Currency Cur­rency Lender’s Specified Foreign Currency Participation and Funded Specified Foreign Currency Cur­rency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.0112.01.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all U.S./European Revolving Loans which are denominated in a Specified Foreign Euros, Swiss Francs, Pounds Sterling and any other Available Currency agreed by DBNY (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable U.S./European Lenders (including Bank of America, N.A. or its branches or Affiliates) who are not Participating Specified Foreign Currency Lenders (as defined below). Each applicable U.S./European Lender acceptable to the Administrative Agent DBNY that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”)DBNY, and the Designated Fronting Bank DBNY shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each U.S./European Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank DBNY in an amount equal to such Participating Specified Foreign Currency Lender’s U.S./European Percentage of the Borrowing that includes such U.S./European Revolving Loan. Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankDBNY, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank DBNY for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank DBNY shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant U.S./European Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s U.S./European Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank DBNY in accordance with the settlement procedure set forth in Section 16.02 below. The Designated Fronting Bank DBNY and the Administrative Agent shall record on their books the amount of the U.S./European Revolving Loans made by such Designated Fronting Bank DBNY and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.01.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all U.S./European Revolving Loans which are denominated in a Specified Foreign Currency (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable U.S./European Lenders (including Bank of America, N.A. or its branches or AffiliatesDBNY) who are not Participating Specified Foreign Currency Lenders (as defined below). Each applicable U.S./European Lender acceptable to the Administrative Agent DBNY that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”)DBNY, and the Designated Fronting Bank DBNY shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each U.S./European Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank DBNY in an amount equal to such Participating Specified Foreign Currency Lender’s U.S./European Percentage of the Borrowing that includes such U.S./European Revolving Loan. Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankDBNY, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank DBNY for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank DBNY shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant U.S./European Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s U.S./European Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank DBNY in accordance with the settlement procedure set forth in Section 16.02 below. The Designated Fronting Bank DBNY and the Administrative Agent shall record on their books the amount of the U.S./European Revolving Loans made by such Designated Fronting Bank DBNY and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.01.

Specified Foreign Currency Participations. Notwithstanding anything to the contrary contained herein, all Revolving Loans which are denominated in a Specified Foreign Currency Australian Dollars, Canadian Dollars, Pounds Sterling or Euros (each, a “Specified Foreign Currency Loan”) shall be made solely by the applicable Lenders (including Bank of America, N.A. or its branches or Affiliatesthe Fronting Lender) who are not Participating Specified Foreign Currency Lenders (as defined below)Lenders. Each applicable Subject to Section 15.07, each Lender acceptable to the Administrative Agent Fronting Lender (in its sole discretion) that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified Foreign Currency Lender”) at the time such Lender becomes a “Lender” hereunder shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from either (i) Bank of America, N.A. and each other the Fronting Lender, or (ii) if agreed to by Bank of America, N.A., Bank of America, N.A., in its capacity as the sole fronting bank, subject to Bank of America N.A.’s receipt of an acceptable indemnity from each of the Joint Book Runners (in the case of either (i) or (ii), such Lender or Lenders hereafter referred to as the “Designated Fronting Bank”), and the Designated Fronting Bank Lender shall sell and be deemed to sell to each such Participating Specified Foreign Currency Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Specified Foreign Currency Participation”) in each Revolving Loan which is a Specified Foreign Currency Loan funded by the Designated Fronting Bank Lender in an amount equal to such Participating Specified Foreign Currency Lender’s RL Percentage of the Borrowing that includes such Revolving LoanLoan (it being understood and agreed that whether or not a Person should become a Participating Specified Foreign Currency Lender shall be made by the Administrative Agent in it sole discretion, but once made, subject to Section 15.07, shall not be revoked). Such purchase and sale of a Specified Foreign Currency Participation shall be deemed to occur automatically upon the making of a Specified Foreign Currency Loan by the Designated Fronting BankLender, without any further notice to any Participating Specified Foreign Currency Lender. The purchase price payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender for each Specified Foreign Currency Participation purchased by it from the Designated Fronting Bank Lender shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation (i.e., the product of (i) the amount of the Borrowing that includes the relevant Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s RL Percentage), and such purchase price shall be payable by each Participating Specified Foreign Currency Lender to the Designated Fronting Bank Lender in accordance with the settlement procedure set forth in Section 16.02 below15.02. The Designated Fronting Bank Lender and the Administrative Agent shall record on their books the amount of the Revolving Loans made by such Designated the Fronting Bank Lender and each Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded funded Specified Foreign Currency Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Specified Foreign Currency Lender pursuant to this Section 16.0115.01. This Section 15 shall not affect the obligations of any Lender that does not have Specified Foreign Currency Funding Capacity and that is not a Participating Specified Foreign Currency Lender to make Specified Foreign Currency Loans in accordance with the terms and conditions set forth in the other Sections of this Agreement.