Common use of L/C Participations Clause in Contracts

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each Issuing Bank the L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such Issuing Bankthe L/C Provider, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage in each Issuing BankProvider’s obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Bank the L/C Provider that, if a draft is paid under any Letter of Credit for which such Issuing Bank the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverpaid.

L/C Participations. (ia) Each Issuing Bank The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each Issuing Bank the L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such Issuing Bankthe L/C Provider, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage in each Issuing BankProvider’s obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Bank the L/C Provider that, if a draft is paid under any Letter of Credit for which such Issuing Bank the L/C Provider is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverpaid.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLenders, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing Bank’s Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the aggregate amount Dollar Amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each L/C Disbursement paid by the Issuing Lenders thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft an L/C Disbursement is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount Dollar Amount of such draftL/C Disbursement, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation The L/C Participants’ obligations to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each make such payment shall be made without absolute and unconditional under any offsetand all circumstances and irrespective of any setoff, abatementcounterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, withholding the Borrower or reduction whatsoeverany other Person. The Administrative Agent shall promptly forward such Dollar Amount to such Issuing Lender.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in each such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender in the applicable Permitted Currency upon demand at such Issuing BankLender’s address for notices specified herein Lending Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each U.S. Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. L/C Participant, and, to induce each U.S. Issuing Bank Lender to issue U.S. Letters of Credit hereunder, each U.S. L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each U.S. Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such U.S. L/C Participant’s own account and risk an undivided interest equal to such U.S. L/C Participant’s U.S. Revolving Credit Percentage in each U.S. Issuing BankLender’s obligations and rights under and in respect of each U.S. Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by each U.S. Issuing Lender thereunder. Each U.S. L/C Participant unconditionally and irrevocably agrees with each U.S. Issuing Bank Lender that, if a draft is paid under any U.S. Letter of Credit for which such the applicable U.S. Issuing Bank Lender is not reimbursed in full by the U.S. Borrower in accordance with the terms of this Agreement, such U.S. L/C Participant shall pay to such Issuing Bank the Administrative Agent upon demand at of such U.S. Issuing Bank’s address for notices specified herein Lender an amount equal to such U.S. L/C Participant’s U.S. Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation The Administrative Agent shall promptly forward such amounts to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverU.S. Issuing Lender.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and (including the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant referred to Section 2.5(e)on Schedule 7.2(d) which for all purposes of this Agreement shall be deemed issued hereunder) and the amount of each drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft drawing is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each such Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by each such Issuing Bank thereunder and the aggregate amount obligations of drawings the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the applicable Issuing Bank and L/C Participants, as provided in subsection 2.7(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 2.7(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to such the Administrative Agent for the account of the applicable Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein the Administrative Agent Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each ; provided that nothing in this paragraph shall relieve any Issuing Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 liability resulting from the gross negligence or willful misconduct of Credit such Issuing Bank, or the occurrence and continuance otherwise affect any defense or other right that any L/C Participant may have as a result of a Default such gross negligence or reduction or termination willful misconduct. All calculations of the Commitments, and that each such payment L/C Participants’ Revolving Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent, abatement, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (i) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each the Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such the Issuing Bank Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand demand, in Dollars, at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Dollar Equivalent amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant (in the case of a Tranche A Letter of Credit, having Tranche A Commitments, and, in the case of a Tranche B Letter of Credit, having Tranche B Commitments), and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each applicable L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage of the Tranche A Commitments or Tranche B Commitments, as applicable, in each the Issuing BankLender’s obligations and rights under in respect of each Letter of Credit issued hereunder (and in respect of each amendment to a Letter of Credit increasing the amount thereof in accordance with the provisions of this Agreement) and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft or other demand for payment paid by the Issuing Lender thereunder. Each applicable L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if the Issuing Lender notifies it that a draft is or other demand for payment has been paid under any Letter of Credit for which such the Issuing Bank is Lender has not been reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of the Tranche A Commitments or the Tranche B Commitments, as applicable, of the amount of such draftdraft or other demand for payment, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Tranche A Revolving Percentage in each such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder by it (including each Existing Letter of Credit) and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by it for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in Dollars, to the Administrative Agent for the account of such Issuing Bank Lender upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Tranche A Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part thereof, which that is not so reimbursedreimbursed (“L/C Disbursements”); provided, that nothing in this paragraph shall relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Lender, the 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5, and that each such payment shall be made without (iii) any offsetadverse change in the financial condition of the Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by the Borrower, withholding any other Loan Party or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant unconditionally and irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to in such L/C Participant’s Revolving Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder and in an amount equal to the aggregate product of such L/C Participant’s Commitment Percentage times the amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which such Issuing Bank is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Issuing Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Commitment Percentage of the Domestic Revolving Percentage Credit Commitments in each such Issuing Bank’s 's obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which issued by such Issuing Bank is for which the Company has not reimbursed in such Issuing Bank to the full extent required by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein 's office listed in Schedule II or otherwise notified to such L/C Participant an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the Domestic Revolving Credit Commitments times the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender in the applicable Permitted Currency upon demand at such Issuing BankLender’s address for notices specified herein Lending Office an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing BankLender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Tranche A U.S. Facility Commitment Percentage or Tranche A Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in each such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by such Issuing Lender thereunder and the aggregate amount obligations of drawings the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions, including the L/C Fees, shall be payable directly to the Administrative Agent for the account of such Issuing Lender and L/C Participants, as provided in subsection 3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Bank Lender upon demand at such Issuing Bankthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Tranche A U.S. Facility Commitment Percentage or Tranche A Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve such Issuing Lender of any Letter liability resulting from the gross negligence or willful misconduct of Credit such Issuing Lender, or the occurrence and continuance otherwise affect any defense or other right that any L/C Participant may have as a result of a Default such gross negligence or reduction or termination willful misconduct. All calculations of the Commitments, L/C Participants’ Tranche A U.S. Facility Commitment Percentages and that each such payment Tranche A Canadian Facility Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent, abatement, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (i) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in each Issuing Bank’s 's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e2.4(e). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s 's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i2.4(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Effective on the date of issuance of each Letter of Credit issued after the Closing Date, the Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipating Lender, and, to induce and each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C ParticipantParticipating Lender’s own account and risk an undivided interest equal to such L/C ParticipantParticipating Lender’s Revolving Commitment Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder by the Issuing Lender and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant Participating Lender unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant Participating Lender shall pay to such the Administrative Agent, for the account of the Issuing Bank Lender, upon demand at such Issuing Bankthe Administrative Agent’s address for notices specified herein in subsection 11.2, an amount equal to such L/C ParticipantParticipating Lender’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. On the date that any Assignee becomes a Lender party to this Agreement in accordance with subsection 11.6, participating interests in any outstanding Letters of Credit held by the transferor Lender from which such Assignee acquired its interest hereunder shall be proportionately reallotted between such Assignee and such transferor Lender. Each Bank acknowledges and Participating Lender hereby agrees that its obligation to acquire participations pursuant participate in each Letter of Credit, and to this Section 2.5(d)(i) in respect pay or to reimburse the Issuing Lender for its participating share of Letters of Credit the drafts drawn or amounts otherwise paid thereunder, is absolute absolute, irrevocable and unconditional and shall not be affected by any circumstance whatsoevercircumstances whatsoever (including, including any amendmentwithout limitation, renewal the occurrence or extension continuance of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination Event of the CommitmentsDefault), and that each such payment shall be made without any offset, abatement, withholding or other reduction whatsoever.

L/C Participations. (i) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter statedset forth below, immediately upon the issuance of a Letter of Credit, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Dollar Tranche Applicable Percentage in each such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein an amount in Dollars, to the Administrative Agent, at the Administrative Agent’s office for Dollar-denominated payments, equal to such L/C Participant’s Revolving Dollar Tranche Applicable Percentage of the amount of such draft, or any part thereof, which that is not so reimbursedreimbursed (or is so returned) not later than 1:00 p.m. on the Business Day specified in the demand therefore. The Administrative Agent shall remit the funds so received to the applicable Issuing Lender in Dollars. Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Company 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Article IV, and that each (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender fails to make available to the Administrative Agent for the account of the applicable Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.06(d) by the time specified herein, then, without limiting the other provisions of this Agreement, the applicable Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment shall be made without is required to the date on which such payment is immediately available to such Issuing Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any offsetadministrative, abatement, withholding processing or reduction whatsoeversimilar fees customarily charged by such Issuing Lender in connection with the foregoing.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each the Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees ; provided, however, that its obligation subject to acquire participations subsection 4.4(b) hereof, notwithstanding anything in this Agreement to the contrary, in respect of each drawing under any Letter of Credit, the maximum amount that shall be payable by any L/C Participant, whether as a Revolving Credit Loan pursuant to subsection 4.5 and/or as a participation pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and subsection 4.4(a), shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of exceed such L/C Participant’s Revolving Credit or the occurrence and continuance of a Default or reduction or termination Commitment Percentage of the Commitmentsamount of such draft, and or any part thereof, that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeveris not so reimbursed by the Borrower.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLenders, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing Bank’s Lenders’ obligations and rights (though, in the case of rights, subject to such L/C Participant’s satisfaction of its reimbursement obligation set forth in the following sentence) under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters each draft paid by the Issuing Lenders thereunder (in respect of any Letter of Credit that have not then been reimbursed pursuant to Section 2.5(eissued in an Alternate Currency, with such participation expressed in the Dollar Equivalent thereof). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent upon demand of such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation The L/C Participants’ obligations to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each make such payment shall be made without absolute and unconditional under any offsetand all circumstances and irrespective of any setoff, abatementcounterclaim or defense to payment that any L/C Participant may have or have had against an Issuing Lender, withholding the Borrower or reduction whatsoeverany other Person. The Administrative Agent shall promptly forward such amounts to such Issuing Lender.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage pro rata share (based on its Commitment hereunder) in each Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Bank Lender, upon demand at by such Issuing Bank’s address for notices specified herein Lender or the Administrative Agent, an amount equal to such L/C Participant’s Revolving Percentage pro rata share (based on its Commitment hereunder or, if the Commitment of such L/C Participant has been terminated in accordance with Article VIII, such L/C Participant’s Commitment immediately preceding such termination or with respect to any Letter of Credit outstanding on the Termination Date such L/C Participant’s Commitment on the Termination Date) of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each L/C Issuing Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C ParticipantProvider’s Revolving Percentage in each (or such Issuing Bank’s ) obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider (or such Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) that, if a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) is not reimbursed paid in full by the Borrower Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverpaid.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by the Issuing Lender thereunder and the aggregate amount obligations of drawings the Parent Borrower under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the Issuing Lender and L/C Participants, as provided in subsection 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Parent Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve the Issuing Lender of any Letter of Credit liability resulting from the gross negligence or the occurrence and continuance of a Default or reduction or termination willful misconduct of the CommitmentsIssuing Lender, and or otherwise affect any defense or other right that each any L/C Participant may have as a result of such payment gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Credit Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent, abatement, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit 1 Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings each draft paid by the Issuing Lender thereunder. Upon any change in the Revolving Credit 1 Percentage of any L/C Participant, the L/C participations allocated to each L/C Participant shall be automatically reallocated such that each L/C Participant shall hold for its own risk and account an undivided interest equal to such L/C Participants new Revolving Credit 1 Percentage in the Issuing Lender’s obligations and rights under Letters each Letter of Credit that have not then been reimbursed pursuant to Section 2.5(e)issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender, regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand demand, at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit 1 Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank L/C Participant acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this Section 2.5(d)(i) 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 Event of Default, the reduction or termination of the Commitments, any adverse change in the condition (financial or otherwise) of the Borrower or any other Person or any breach of this Agreement or any other Loan Document by the Borrower or any other Person (including, without limitation, any other Revolving Credit 1 Lender), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder by such Issuing Lender and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, the Administrative Agent (acting at the direction of the relevant Issuing Lender) shall make a demand on such L/C Participant shall to pay to such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Lender, either 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of either Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by either Borrower, withholding any other Loan Party or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing BankLender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable (determined on the date of issuance of the relevant Letter of Credit) in each such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by such Issuing Lender thereunder and the aggregate amount obligations of drawings the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions, including the L/C Fees, shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of such Issuing Lender and L/C Participants, as provided in subsection 3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Administrative Agent or the Canadian Agent, as applicable, for the account of the Issuing Bank Lender upon demand at such Issuing Bankthe Administrative Agent’s or the Canadian Agent’s, as applicable, address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve such Issuing Lender of any Letter liability resulting from the gross negligence or willful misconduct of Credit such Issuing Lender, or the occurrence and continuance otherwise affect any defense or other right that any L/C Participant may have as a result of a Default such gross negligence or reduction or termination willful misconduct. All calculations of the Commitments, L/C Participants’ U.S. Facility Commitment Percentages and that each such payment Canadian Facility Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent and Canadian Agent, abatementas applicable, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage pro rata share (based on its Domestic Commitment hereunder) in each Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower or the UK Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Bank Lender, upon demand at such by the Issuing Bank’s address for notices specified herein Bank or the Administrative Agent, an amount equal to such L/C Participant’s Revolving Percentage pro rata share (based on its Domestic Commitment hereunder or, if the Domestic Commitment of such L/C Participant has been terminated in accordance with Section VIII, such L/C Participant’s Domestic Commitment immediately preceding such termination or with respect to any Letter of Credit outstanding on the Maturity Date such L/C Participant’s Domestic Commitment on the Maturity Date) of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Effective on the date of issuance thereof, each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in each Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, without recourse or warranty, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings each draft paid by the Issuing Lender thereunder and the obligations of the Borrower under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)this Agreement with respect thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank the Administrative Agent upon demand at such of the Issuing Bank’s address for notices specified herein Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to L/C Participant’s obligations under this Section 2.5(d)(i) in respect of Letters of Credit is 3.10 shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (i) any amendmentsetoff, renewal counterclaim, recoupment, defense or extension of any Letter of Credit other right that such L/C Participant or the occurrence and continuance of a Default Borrower may have against the Issuing Lender or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction other Person for any reason whatsoever.;

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each the Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount Dollar Amount of drawings under Letters each payment by the Issuing Lender thereunder determined by the Administrative Agent on the day of Credit that have not then been reimbursed pursuant to Section 2.5(e)such payment. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft payment is paid made under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an the amount set forth on the relevant certificate of the Issuing Lender referred to in Section 3.4(b), such amount being equal to the Dollar Amount of such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draftpayment, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve the Issuing Lender of any Letter of Credit liability resulting from the gross negligence or the occurrence and continuance of a Default or reduction or termination willful misconduct of the CommitmentsIssuing Lender, and or otherwise affect any defense or other right that each any L/C Participant may have as a result of such payment shall be made without any offset, abatement, withholding gross negligence or reduction whatsoeverwillful misconduct.

L/C Participations. (ia) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in each the Issuing Bank’s 's obligations and rights under each Letter of Credit issued by it hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank (through the Administrative Agent) upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) reimbursed (or, 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 the case of any Special Letter of Credit or which is not denominated in Dollars, the occurrence and continuance amount of a Default or reduction or termination Dollars necessary so that, following conversion by the Issuing Bank into the relevant denomination currency at the spot rate of exchange available to the CommitmentsIssuing Bank on the date of payment, and that each such payment L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoeverhave purchased its ratable share of such draft).

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft or other demand for payment is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank the Administrative Agent upon demand at such of the Issuing Bank’s address for notices specified herein Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draftdraft or other demand for payment, or any part thereof, which that is not so reimbursedreimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the applicable amount). Each Bank acknowledges and agrees that its obligation The Administrative Agent shall promptly forward such amounts to acquire participations the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) is paid to the Administrative Agent for the account of the Issuing Lender after the date such payment is due, then such L/C Participant shall pay interest on such amount to the Administrative Agent for the account of the Issuing Lender on demand at a rate per annum equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to be made to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. Notwithstanding the foregoing sentence, if any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant by the date that is three (3) Business Days after such payment is due, then the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date to the date on which such payment is immediately available to the Issuing Lender at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 2.5(d)(i3.10 shall be conclusive in the absence of manifest error. (c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by Whenever, at any circumstance whatsoever, including any amendment, renewal or extension of time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the occurrence and continuance Issuing Lender receives any payment related to such Letter of a Default Credit (whether directly from the Borrower or reduction otherwise, including proceeds of collateral applied thereto by the Administrative Agent or termination the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to such L/C Participant (or in the case of any such amounts received directly by the Issuing Lender, the Issuing Lender will distribute to the Administrative Agent who in turn will distribute to such L/C Participant) its pro rata share thereof; provided, that in the event that any such payment received by the Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the CommitmentsIssuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, and that each such payment shall be made without any offsetas the case may be, abatement, withholding or reduction whatsoever.to it. 3.11

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in respect of such Letter or Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve the Issuing Lender of any Letter of Credit liability resulting from the gross negligence or the occurrence and continuance of a Default or reduction or termination willful misconduct of the CommitmentsIssuing Lender, and or otherwise affect any defense or other right that each any L/C Participant may have as a result of such payment shall be made without any offset, abatement, withholding gross negligence or reduction whatsoeverwillful misconduct.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each the Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees ; provided, however, that its obligation subject to acquire participations subsection 4.4(b) hereof, notwithstanding anything in this Agreement to the contrary, in respect of each drawing under any Letter of Credit, the maximum amount that shall be payable by any L/C Participant, whether as a Revolving Credit Loan pursuant to subsection 4.5 and/or as a participation pursuant to this Section 2.5(d)(i) in respect subsection 4.4(a), shall not exceed such L/C Participant’s Revolving Credit Commitment Percentage of Letters the amount of Credit such draft, or any part thereof, that is not so reimbursed by the Borrower. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 6, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of the Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, withholding happening or reduction event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase purchase, and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Applicable Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft any amount is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower or the respective Subsidiary Guarantor in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Bank Lender upon demand at such Issuing Bankthe Administrative Agent’s address for notices specified herein Applicable Payment Office an amount equal to such L/C Participant’s Revolving Applicable Percentage of the amount of such draftdrawing, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations Any demand pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and shall not be affected by the preceding sentence received after 2:00 P.M. on any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Business Day shall be made without any offset, abatement, withholding or reduction whatsoeverdeemed to have been received on the next succeeding Business Day.

L/C Participations. (i) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lenders to issue their respective Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in each such Issuing Bank’s Lender's obligations and rights under and in respect of each Letter of Credit issued hereunder by it and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not indefeasible reimbursed in cash in full by the Borrower in accordance with the terms of this AgreementAgreement (notwithstanding delivery of cash collateral pursuant to Sections 5.1(a) and 10.2(c)), such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Bank Lender, upon demand at such Issuing Bank’s address for notices specified herein demand, an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation If any amount required to acquire participations be paid by any L/C Participant to or for the account of an Issuing Lender pursuant to this Section 2.5(d)(i5.4(a) in respect of Letters any unreimbursed portion of Credit is absolute and unconditional and shall not be affected any payment made by any circumstance whatsoever, including any amendment, renewal or extension of the Issuing Lender under any Letter of Credit or is paid within three Business Days after the occurrence and continuance of a Default or reduction or termination date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the CommitmentsIssuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and that each including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 5.4(a) is not made available by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the Adjusted Base Rate. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after an Issuing Lender has made without payment under any offsetLetter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 5.4(a), abatementthe Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, withholding including proceeds of collateral applied thereto by the Issuing Lender), or reduction whatsoeverany payment of interest on account thereof, the Issuing Lender will cause the Administrative Agent to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing BankLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed each draft paid by such Issuing Lender thereunder (including any interest payable with respect thereto pursuant to Section 2.5(e3.5). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursedreimbursed (including any interest payable with respect thereto pursuant to Section 3.5). Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrowers 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in SECTION 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, abatement(iv) any breach of this Agreement or any other Loan Document by the Borrowers, withholding any other Loan Party or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to (i) in the case of each Letter of Credit issued under the Dollar Tranche Commitments, such L/C Participant’s Revolving 's Dollar Tranche Percentage in each Issuing Bank’s Lender's obligations and rights under and in respect of each Letter of Credit under the Dollar Tranche Commitments and the amount of each draft paid by such Issuing Lender thereunder and (ii) in the case of each Letter of Credit issued hereunder under the Multi-Currency Tranche Commitments, such L/C Participant's Multi-Currency Tranche Percentage in each Issuing Lender's obligations and rights under and in respect of each Letter of Credit under the Multi-Currency Tranche Commitments and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Dollar Tranche Percentage or Multi-Currency Tranche Percentage, as the case may be, of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Effective on the date of issuance of each Letter of Credit issued after the Effective Date, the Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipating Lender, and, to induce and each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C ParticipantParticipating Lender’s own account and risk an undivided interest equal to such L/C ParticipantParticipating Lender’s Revolving Commitment Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder by the Issuing Lender and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant Participating Lender unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant Participating Lender shall pay to such the Administrative Agent, for the account of the Issuing Bank Lender, upon demand at such Issuing Bankthe Administrative Agent’s address for notices specified herein in Section 11.2, an amount equal to such L/C ParticipantParticipating Lender’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. On the date that any Assignee becomes a Lender party to this Agreement in accordance with Section 11.6, participating interests in any outstanding Letters of Credit held by the transferor Lender from which such Assignee acquired its interest hereunder shall be proportionately reallotted between such Assignee and such transferor Lender. Each Bank acknowledges and Participating Lender hereby agrees that its obligation to acquire participations pursuant participate in each Letter of Credit, and to this Section 2.5(d)(i) in respect pay or to reimburse the Issuing Lender for its participating share of Letters of Credit the drafts drawn or amounts otherwise paid thereunder, is absolute absolute, irrevocable and unconditional and shall not be affected by any circumstance whatsoevercircumstances whatsoever (including, including any amendmentwithout limitation, renewal the occurrence or extension continuance of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination Event of the CommitmentsDefault), and that each such payment shall be made without any offset, abatement, withholding or other reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant unconditionally and irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to in such L/C Participant’s Revolving Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder and in an amount equal to the aggregate product of such L/C Participant’s Commitment Percentage times the amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which such Issuing Bank is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Issuing Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges reimbursed in the Currency in which payment of such draft was made and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverimmediately available funds.

L/C Participations. (ia) Each Issuing Bank The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each Issuing Bank the L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such Issuing Bankthe L/C Provider, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage in each Issuing BankProvider’s obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Bank the L/C Provider that, if a draft is paid under any Letter of Credit for which such Issuing Bank the L/C Provider is not reimbursed paid in full by the Borrower Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverpaid.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each such Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, Agreement such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein an amount in U.S. Dollars equal to such L/C Participant’s Revolving Percentage (determined, in the case of any Letter of Credit denominated in a Foreign Currency, on the date such draft is drawn) of the amount of such draft, or any part thereof, which that is not so reimbursed (whether or not the conditions to Borrowing set forth in Section 5.3 are satisfied) (based on, in the case of any Letter of Credit denominated in a Foreign Currency, the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursed). Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations purchase participating interests pursuant to this Section 2.5(d)(i3.4(a) in respect of Letters of Credit is shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (i) any amendmentsetoff, renewal counterclaim, recoupment, defense or extension of other right that such L/C Participant or any Letter of Credit Borrower may have against any Issuing Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence and or continuance of a Default or reduction or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, and that each such payment shall be made without any offsetother Loan Party or any other Lender; or (v) any other circumstance, abatementhappening or event whatsoever, withholding whether or reduction whatsoevernot similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing BankLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount LOSANGELES 618830 v1 (2K) equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of the Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by the Borrower, withholding any other Borrower or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (i) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Fronted Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in each such Issuing BankLender’s obligations and rights under and in respect of each Fronted Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Fronted Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, which that is paid in Pounds Sterling and is not so reimbursed. Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of any Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by any Borrower or any other L/C Participant or (v) any other circumstance, withholding happening or reduction event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (i) Each a The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in each the Issuing Bank’s 's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank upon demand at such the Issuing Bank’s 's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank L/C Participant acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance circumstances whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction an Event of Default or the termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (i) a). Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing BankLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed each draft paid by such Issuing Lender thereunder (including any interest payable with respect thereto pursuant to Section 2.5(e3.5). Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursedreimbursed (including any interest payable with respect thereto pursuant to Section 3.5). Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrowers 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in SECTION 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of the Borrowers or any other Loan Party, abatement(iv) any breach of this Agreement or any other Loan Document by the Borrowers, withholding any other Loan Party or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each The Issuing Bank Lenders irrevocably agrees agree to grant and hereby grants grant to each L/C Participant, and, to induce each the Issuing Bank Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing Bank, on the terms and conditions hereinafter stated, Lender for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in each the applicable Issuing Bank’s Lender's obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the applicable Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the applicable Issuing Bank Lender (notwithstanding any Default, Event of Default, non-satisfaction of conditions set forth in Article VI or any other circumstances whatsoever) that, if a draft is paid under any Letter of Credit for which such the applicable Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the applicable Issuing Bank Lender upon demand at such the applicable Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce the L/C Provider to provide (or cause each L/C Issuing Bank to issue provide) Letters of Credit hereunder, each L/C Participant Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank), on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s (or such L/C Participant’s Revolving Percentage in each Issuing Bank’s ’s) obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider (or such L/C Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) that, if a draft is paid under any Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Bank Bank) is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverpaid.

L/C Participations. (ia) Each Participations. The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its The obligation of each L/C Participant to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and pay such amount shall be unconditional and shall irrevocable under any and all circumstances and may not be affected by terminated, suspended or delayed for any circumstance whatsoeverreason, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination Event of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverDefault.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing BankLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement (including pursuant to any cash collateralization arrangement otherwise required by this Agreement), such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension other than the cash collateralization of any the related Letter of Credit to the extent required by this Agreement, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence and or continuance of a Default or reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of the Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by the Borrower, withholding any other Loan Party or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in each the Issuing Bank’s Lender's obligations and rights (other than any rights of the Issuing Lender to receive, pursuant to Section 2.11(d), the customary fees, charges and expenses of the Issuing Lender in connection with issuing or processing of Letters of Credit) under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower or a Revolving Credit Loan is not made by such L/C Participant, in each case in accordance with the terms of this Agreement, such L/C Participant shall shall, within three (3) Business Days, pay to such the Issuing Bank upon demand Lender at such Issuing Bank’s address for notices specified herein 1185 Avenue of the Americas, New Xxxx, XX 00000, xx Xxxxxxx xxx xx xxxxxxxxxxx xvailable funds, an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of reimbursed or financed with a Revolving 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverLoan.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, Participant and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant, and each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage from time to time in each effect in the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; provided that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 10:00 a.m., Pacific time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each Issuing Bank The ISSUING BANK irrevocably agrees to grant and hereby grants to each L/C ParticipantPARTICIPANT (excluding the ISSUING BANK if the ISSUING BANK becomes a LENDER), and, to induce each Issuing Bank the ISSUING BANK to issue Letters of Credit LETTERS OF CREDIT hereunder, each L/C Participant PARTICIPANT irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Bankthe ISSUING BANK, on the terms and conditions hereinafter stated, for such L/C Participant’s PARTICIPANT'S own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage PARTICIPANT'S COMMITMENT PERCENTAGE in each Issuing Bank’s the ISSUING BANK'S obligations and rights under each Letter of Credit LETTER OF CREDIT issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the ISSUING BANK thereunder. Each L/C Participant PARTICIPANT unconditionally and irrevocably agrees with each Issuing Bank the ISSUING BANK that, if a draft is paid under any Letter of Credit LETTER OF CREDIT for which such Issuing Bank the ISSUING BANK is not reimbursed in full by the Borrower BORROWER or the L/C RESPONSIBLE CREDIT PARTY in accordance with the terms of this AgreementAGREEMENT, such L/C Participant PARTICIPANT shall pay to such Issuing Bank the ISSUING BANK upon demand at such Issuing Bank’s the ISSUING BANK'S address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage PARTICIPANT'S COMMITMENT PERCENTAGE of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in each the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand demand, with respect to Letters of Credit denominated in Dollars, and within three (3) Business Days after demand, with respect to Letters of Credit denominated in Canadian Dollars, Sterling or Deutschemarks, at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges reimbursed and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters such payments shall thereafter be reflected as Extensions 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 reduction or termination of the Commitments, Lenders on the books and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverrecords of the Administrative Agent.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Tranche A Revolving Credit Commitment Percentage in each the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower or the respective Subsidiary Guarantor in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations Any demand pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and shall not be affected by the preceding sentence received after 2:00 P.M. New York City time on any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Business Day shall be made without any offset, abatement, withholding or reduction whatsoeverdeemed to have been received on the next succeeding Business Day.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Applicable Revolving Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Applicable Revolving Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in each Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5) at such Issuing Bank’s Lender's address for notices specified herein an amount in Dollars equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each Issuing Bank the L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such Issuing Bankthe L/C Provider, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage in each Issuing BankProvider’s obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Bank the L/C Provider that, if a draft is paid under any Letter of Credit for which such Issuing Bank the L/C Provider is not reimbursed paid in full by the Borrower Co-Issuers in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Funding Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverpaid.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such the L/C Participant’s 's own account and risk an undivided interest equal to such the L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in each effect in such Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; provided, that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 9:00 A.M., San Francisco time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ic) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant under its Tranche, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant under such Tranche irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage under its Tranche in each such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder by such Issuing Lender under its applicable Tranche and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender under its Tranche that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full CHAR2\1566724v8 by the Borrower through a Revolving Credit Loan under the applicable Tranche or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage under such Tranche of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; provided that, with respect to acquire participations pursuant to this Section 2.5(d)(i) 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 reimbursement of a Default or reduction or termination draft under the Designated Currency Tranche, the payment by such L/C Participant may be made either (x) on demand, in the Equivalent Amount of the Commitmentsapplicable Foreign Currency, and that each or (y) within three days of such payment shall be made without any offsetdemand, abatement, withholding or reduction whatsoeverin the applicable Foreign Currency.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage from time to time in each effect in such Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in the currency in which such Letter of Credit is denominated to such Issuing Bank Lender upon demand at such Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 12:00 Noon, Chicago time, on a Business Day such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to such Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLenders, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the applicable Issuing Bank Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees ; provided, however, that its obligation subject to acquire participations subsection 4.4(b) hereof, notwithstanding anything in this Agreement to the contrary, in respect of each drawing under any Letter of Credit, the maximum amount that shall be payable by any L/C Participant, whether as a Revolving Credit Loan pursuant to subsection 4.5 and/or as a participation pursuant to this Section 2.5(d)(i) in respect subsection 4.4(a), shall not exceed such L/C Participant’s Revolving Credit Commitment Percentage of Letters the amount of Credit such draft, or any part thereof, that is not so reimbursed by the relevant Borrower. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, theany 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 6, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of theany Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by theany Borrower or any other L/C Participant or (v) any other circumstance, withholding happening or reduction event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage pro rata share (based on its Commitment hereunder) in each Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Bank Lender, upon demand at such by the Issuing Bank’s address for notices specified herein Bank or the Administrative Agent, an amount equal to such L/C Participant’s Revolving Percentage pro rata share (based on its Commitment hereunder or, if the Commitment of such L/C Participant has been terminated in accordance with Article VIII, such L/C Participant’s Commitment immediately preceding such termination or with respect to any Letter of Credit outstanding on the Termination Date such L/C Participant’s Commitment on the Termination Date) of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Parent Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve the Issuing Lender of any Letter of Credit liability resulting from the gross negligence or the occurrence and continuance of a Default or reduction or termination willful misconduct of the CommitmentsIssuing Lender, and or otherwise affect any defense or other right that each any L/C Participant may have as a result of such payment shall be made without any offset, abatement, withholding gross negligence or reduction whatsoeverwillful misconduct.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. Facility L/C Participant or Canadian Facility L/C Participant, as applicable, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing BankLender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s U. S. Facility Revolving Credit Loan Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, (determined on the date of issuance of the relevant Letter of Credit) in each such Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by such Issuing Lender thereunder and the aggregate amount obligations of drawings the applicable Borrowers under this Agreement with respect thereto (although L/C Fees and related commissions shall be payable directly to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Issuing Lender and L/C Participants, as provided in subsection 3.3 and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such Issuing Bank Lender upon demand (which demand, in the case of any demand made in respect of any draft under a L/C denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 3.5(a)) at such Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving U.S. Facility Commitment Percentage or Canadian Facility Commitment Percentage, as applicable, of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve such Issuing Lender of any Letter liability resulting from the gross negligence or willful misconduct of Credit such Issuing Lender, or the occurrence and continuance otherwise affect any defense or other right that any L/C Participant may have as a result of a Default such gross negligence or reduction or termination willful misconduct. All calculations of the Commitments, and that each such payment an L/C Participants’ Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent, abatement, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage from time to time in each effect in such Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in the currency in which such Letter of Credit is denominated to such Issuing Bank Lender upon demand at such Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 12:00 Noon, Chicago -------- time, on a Business Day such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to such Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing BankLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at such Issuing Bankthe Administrative Agent’s address for notices specified herein (and thereafter, the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each Issuing Bank the L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such Issuing Bankthe L/C Provider, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage in each Issuing BankProvider’s obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Bank the L/C Provider that, if a draft is paid under any Letter of Credit for which such Issuing Bank the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor 24 Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursedpaid. Each Bank acknowledges and agrees that its obligation (b)If any amount required to acquire participations be paid by any Committed Note Purchaser to the Administrative Agent for forwarding to the L/C Provider pursuant to this Section 2.5(d)(i2.09(a) in respect of Letters any unreimbursed portion of any payment made or reimbursed by the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Committed Note Purchaser pursuant to Section 2.09(a) is not made available to the Administrative Agent for forwarding to the L/C Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, the L/C Provider shall be entitled to recover from such Committed Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of the L/C Provider submitted to any Committed Note Purchaser with respect to any amounts owing under this Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made. (c)Whenever, at any time after payment has been made under any Letter of Credit and the L/C Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with Section 2.09(a), the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Master Issuer or otherwise, including proceeds of collateral applied thereto by the L/C Provider), or any payment of interest on account thereof, the Administrative Agent or the L/C Provider, as the case may be, will distribute to such Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or the L/C Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it. 25 (d)Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the occurrence and continuance terms of a Default such Letter of Credit, as applicable; or reduction (vi) any other circumstance, happening or termination event whatsoever, whether or not similar to any of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.foregoing. ARTICLE III

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage in each the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand demand, with respect to Letters of Credit denominated in Dollars, and within three (3) Business Days after demand, with respect to Letters of Credit denominated in Canadian Dollars or Sterling, at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges reimbursed and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters such payments shall thereafter be reflected as Extensions 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 reduction or termination of the Commitments, Lenders on the books and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverrecords of the Administrative Agent.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage in each the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its The obligation of each L/C Participant to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and pay such amount shall be unconditional and shall irrevocable under any and all circumstances and may not be affected by terminated, suspended or delayed for any circumstance whatsoeverreason, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination Event of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverDefault.

L/C Participations. (ia) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Banks to continue to hold outstanding Existing Letters of Credit and to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in each such Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder (including, without limitation, each Existing Letter of Credit) and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement other than as a result of the gross negligence or willful misconduct of such Issuing Bank, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in each effect in such Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; PROVIDED that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 12:00 Noon, New York City time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to such Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in each effect in the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; provided that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 12:00 Noon, New York City time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases purchases, without recourse or warranty, from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk risk, an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in each Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender upon demand at such Issuing Bank’s Lender's address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage (as in each effect from time to time) in the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Bank upon demand Lender at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage (in effect on the date of such demand) of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment to be made by such L/C Participant on the date (which shall be a Business Day) a demand therefor is made without any offsetby the Issuing Lender (if such demand is made prior to 12:00 P.M., abatementNew York City time on such date) or on the next Business Day (if such demand is made after 12:00 P.M., withholding or reduction whatsoeverNew York City time on such date).

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees ------------------ to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's Commitment Percentage (as in each effect from time to time) in the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreementsubsection 4.5(a), such L/C Participant shall pay to such the Issuing Bank upon demand Lender at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's Commitment Percentage (in effect on the date of such demand) of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation , such payment to acquire participations pursuant be made by such L/C Participant on the date (which shall be a Business Day) a demand therefor is made by the Issuing Lender (if such demand is made prior to this Section 2.5(d)(i12:00 P.M. Toronto time on such date) 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 reduction or termination of the Commitments, and that each next Business Day (if such payment shall be demand is made without any offset, abatement, withholding or reduction whatsoeverafter 12:00 P.M. Toronto time on such date).

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, Participant and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant, and each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter statedstated herein, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage applicable Pro Rata Share from time to time in each effect in the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage applicable Pro Rata Share of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; provided that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 10:00 a.m., Pacific time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each Issuing Bank The L/C Provider irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce each Issuing Bank the L/C Provider to issue provide Letters of Credit hereunderhereunder (and, each if the L/C Participant Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such Issuing Bankthe L/C Provider, on the terms and conditions hereinafter statedset forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to such its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage in each Issuing BankProvider’s obligations and rights under and in respect of each Letter of Credit issued provided hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e). Each L/C Participant Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with each Issuing Bank the L/C Provider that, if a draft is paid under any Letter of Credit for which such Issuing Bank the L/C Provider is not reimbursed paid in full by the Borrower Master Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices specified herein Provider an amount equal to such its Committed Note Purchaser Percentage of the related Investor 24 Group’s Commitment Percentage of the L/C Participant’s Revolving Percentage of the amount of Reimbursement Amount with respect to such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverpaid.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Percentage in each the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate Dollar Equivalent of the amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender, regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand demand, at such the Issuing Bank’s Lender's address for notices specified herein herein, an amount in Dollars equal to such L/C Participant’s 's Revolving Credit Percentage of the Dollar Equivalent (determined as of the date on which such draft was paid by the Issuing Lender) of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases purchases, without recourse or warranty, from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing BankLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each US Issuing Bank Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce each US Issuing Bank Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each US Issuing BankLender, on the terms and conditions hereinafter stated, for such US L/C Participant’s 's own account and risk risk, an undivided interest equal to such US L/C Participant’s 's US Revolving Credit Percentage in each US Issuing Bank’s Lender's obligations and rights under each US Letter of Credit issued by such US Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with each US Issuing Bank Lender that, if a draft is paid under any US Letter of Credit issued by such US Issuing Lender for which such US Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such US L/C Participant shall pay to such US Issuing Bank Lender, regardless of the occurrence or continuance of a Default or Event of Default or the failure to satisfy any of the other conditions specified in Section 5, upon demand at such Issuing Bank’s the Administrative Agent's address for notices specified herein (and thereafter, the Administrative Agent shall promptly pay to the US Issuing Lender) an amount in Dollars equal to such US L/C US Participant’s 's Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each the Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant 119071794_7 unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which such the Issuing Bank Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ixix) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued hereunder and (including the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant referred to Section 2.5(e)on Schedule 7.2(d) which for all purposes of this Agreement shall be deemed issued hereunder) and the amount of each drawing paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft drawing is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draftdrawing, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The U.S. Issuing Bank Lender irrevocably agrees to grant and hereby grants to each U.S. L/C Participant, and, to induce each the U.S. Issuing Bank Lender to issue U.S. Letters of Credit (or, as the case may be, to maintain Existing U.S. Letters of Credit outstanding hereunder), each U.S. L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the U.S. Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such U.S. L/C Participant’s own account and risk an undivided interest equal to such U.S. L/C Participant’s U.S. Revolving Percentage in each the U.S. Issuing BankLender’s obligations and rights under and in respect of each U.S. Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the U.S. Issuing Lender thereunder. Each U.S. L/C Participant unconditionally and irrevocably agrees with each the U.S. Issuing Bank Lender that, if a draft is paid under any U.S. Letter of Credit for which such the U.S. Issuing Bank Lender is not reimbursed in full by the U.S. Borrower in accordance with the terms of this Agreement, such U.S. L/C Participant shall pay to such the U.S. Issuing Bank Lender upon demand at such the U.S. Issuing BankLender’s address for notices specified herein an amount equal to such U.S. L/C Participant’s U.S. Revolving Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in each effect in the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; provided that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 12:00 Noon, New York City time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue European Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Revolving 's European Commitment Percentage from time to time in each effect in such Issuing Bank’s Lender's obligations and rights under each European Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each such Issuing Bank Lender that, if a draft is paid under any European Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing Bank’s Xxxxxx's address for notices specified herein an amount equal to such L/C Participant’s Revolving 's then European Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; PROVIDED that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 12:00 Noon, London time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to such Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in each the Issuing BankLender’s obligations and rights under in respect of each Letter of Credit issued hereunder (and in respect of each amendment to a Letter of Credit increasing the amount thereof in accordance with the provisions of this Agreement) and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if the Issuing Lender notifies it that a draft is or other demand for payment has been paid under any Letter of Credit for which such the Issuing Bank is Lender has not been reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay pay, in the relevant currency, to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draftdraft or other demand for payment, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such (i) in the case of each U.S. L/C Participant’s , such U.S. L/C Participant's U.S. Revolving Credit Percentage in each Issuing Bank’s Lender's obligations and rights under each U.S. Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings each draft paid by such Issuing Lender thereunder and (ii) in the case of each Canadian L/C Participant, such Canadian L/C Participant's Canadian Revolving Credit Percentage in each Issuing Lender's obligations and rights under Letters each Canadian Letter of Credit that have not then been reimbursed pursuant to Section 2.5(e)issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit in which such L/C Participant has a participating interest for which such the relevant Issuing Bank Lender is not reimbursed in full by the relevant Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's U.S. Revolving Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.Credit

L/C Participations. (i) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each the Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by the Issuing Bank thereunder and the aggregate amount obligations of drawings the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the Issuing Bank and L/C Participants, as provided in subsection 2.6(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 2.6(e)(i), such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Bank upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any L/C Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with subsection 2.6(e)(i)) at such Issuing Bankthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each ; provided that nothing in this paragraph shall relieve the Issuing Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 liability resulting from the gross negligence or the occurrence and continuance of a Default or reduction or termination willful misconduct of the CommitmentsIssuing Bank, and or otherwise affect any defense or other right that each any L/C Participant may have as a result of such payment gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent, abatement, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (ia) Each The Revolving Credit Issuing Bank irrevocably agrees to grant and hereby grants to each Revolving Credit L/C Participant, and, to induce each the Revolving Credit Issuing Bank to issue Revolving Credit Letters of Credit hereunder, each Revolving Credit L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Revolving Credit Issuing Bank, on the terms and conditions hereinafter stated, for such Revolving Credit L/C Participant’s 's own account and risk an undivided interest equal to such Revolving Credit L/C Participant’s 's Revolving Credit Commitment Percentage in each the Revolving Credit Issuing Bank’s 's obligations and rights under each Revolving Credit Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of each draft paid by the Revolving Credit that have not then been reimbursed pursuant to Section 2.5(e)Issuing Bank thereunder. Each Revolving Credit L/C Participant unconditionally and irrevocably agrees with each the Revolving Credit Issuing Bank that, if a draft is paid under any Revolving Credit Letter of Credit for which such the Revolving Credit Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such Revolving Credit L/C Participant shall pay to such the Revolving Credit Issuing Bank upon demand at such the Revolving Credit Issuing Bank’s 's address for notices specified herein an amount equal to such Revolving Credit L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing BankLender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving L/C Tranche Percentage in each such Issuing BankLender’s obligations and rights under and in respect of each Letter of Credit issued hereunder issued, and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft or demand paid, by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft or demand is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Company or other applicant in accordance with the terms 509265-1725-14038-Active.16338633 of this Agreement, such L/C Participant shall pay to such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving L/C Tranche Percentage of the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, which that is not so reimbursedreimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided, that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Total L/C Tranche Extensions of Credit to exceed such L/C Participant’s L/C Tranche Commitment. Each Bank acknowledges and agrees that its Subject to the foregoing, each L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Lender, the Company, the Applicable Account Party 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of any Loan Party, abatement(iv) any breach of this Agreement or any other Loan Document by the Company, withholding any other Loan Party or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (i) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Percentage in each the Issuing BankLender’s obligations and rights under each Letter of Credit issued outstanding hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant amounts paid by the Issuing Lender thereunder equal to Section 2.5(e)such L/C Participant’s Term Loan Commitment Percentage. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft an amount is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing BankLender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Term Loan Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

L/C Participations. (ia) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the applicable Issuing BankLender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Tranche A Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each such Issuing BankLender’s obligations and rights under each Letter of Credit issued or continued hereunder (including, without limitation, each Letter of Credit outstanding on the Maturity Date), the amount of each draft paid by such Issuing Lender thereunder and the aggregate amount obligations of drawings the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions, including the L/C Fees, shall be payable directly to the Administrative Agent for the account of such Issuing Lender and L/C Participants, as provided in subsection 3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the applicable Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such Issuing Bank Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Bank Lender upon demand at such Issuing Bankthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Tranche A Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees ; provided that its obligation to acquire participations pursuant to nothing in this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and paragraph shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve such Issuing Lender of any Letter liability resulting from the gross negligence or willful misconduct of Credit such Issuing Lender, or the occurrence and continuance otherwise affect any defense or other right that any L/C Participant may have as a result of a Default such gross negligence or reduction or termination willful misconduct. All calculations of the Commitments, and that each such payment L/C Participants’ Tranche A Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent, abatement, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (i) Each Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing BankLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Bank Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for 66 the account of such Issuing Bank Lender upon demand at such Issuing BankLender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, which that is not so reimbursed. Each Bank acknowledges and agrees that its L/C Participant’s obligation to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against any Issuing Lender, the 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 reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Section 5, and that each such payment shall be made without (iii) any offsetadverse change in the condition (financial or otherwise) of the Borrower, abatement(iv) any breach of this Agreement or any other Loan Document by the Borrower, withholding any other Loan Party or reduction any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (i) Each The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Bank, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in each the Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder or continued hereunder, the amount of each draft paid by the Issuing Bank thereunder and the aggregate amount obligations of drawings the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the Issuing Bank and L/C Participants, as provided in Subsection 2.6(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank that, if a draft is paid under any Letter of Credit for which such the Issuing Bank is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this AgreementSubsection 2.6(e)(i) (an “L/C Disbursement”), such L/C Participant shall pay to such the Administrative Agent for the account of the Issuing Bank upon demand at such Issuing Bankthe Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each ; provided that nothing in this paragraph shall relieve the Issuing Bank acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.5(d)(i) 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 liability resulting from the bad faith, gross negligence or the occurrence and continuance of a Default or reduction or termination willful misconduct of the CommitmentsIssuing Bank, and or otherwise affect any defense or other right that each any L/C Participant may have as a result of such payment bad faith, gross negligence or willful misconduct. All calculations of the L/C Participants’ Revolving Commitment Percentages shall be made without any offsetfrom time to time by the Administrative Agent, abatement, withholding or reduction whatsoeverwhich calculations shall be conclusive absent manifest error.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in each effect in the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's then Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; PROVIDED that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 12:00 Noon, New York City time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.

L/C Participations. (ia) Each The Issuing Bank Lender irrevocably agrees to grant and hereby grants to each L/C Participant, Participant and, to induce each the Issuing Bank Lender to issue Letters of Credit hereunder, each L/C Participant, and each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing BankLender, on the terms and conditions hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in each effect in the Issuing Bank’s Lender's obligations and rights under each Letter of Credit issued hereunder and the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.5(e)each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Bank Lender that, if a draft is paid under any Letter of Credit for which such the Issuing Bank Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Bank Lender upon demand at such the Issuing Bank’s Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each Bank acknowledges and agrees that its obligation ; provided that, if such demand is made prior to acquire participations pursuant to this Section 2.5(d)(i) in respect of Letters of Credit is absolute and unconditional and 10:00 a.m., Pacific time, on a Business Day, such L/C Participant 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 reduction or termination of the Commitments, and that each make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall be made without any offset, abatement, withholding or reduction whatsoevermake such payment on the next succeeding Business Day.