Common use of Letter of Credit Participations Clause in Contracts

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank of any Letter of Credit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 to reflect the new Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or and on the Restatement Effective Closing Date in the case with respect to any Existing Letter of Letters of Credit under and as defined in the Existing Credit AgreementCredit), such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank Lender with a General Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantLender's Percentage General Revolving Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and thereunder, the obligations of the Borrower under this Agreement with respect thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of any fees of the nature contemplated by section 4.1(c)), the obligations of any Subsidiary of the Borrower under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining theretoto, any of the foregoing. Upon any change in the Revolving Loan Commitments of the Banks Lenders pursuant to Section 12.04section 12.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 section 3.4 to reflect the new General Revolving Facility Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beLender.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or on the Restatement Effective Date in the case of Letters Credit, such Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitmentother Bank, other than and each such Issuing Bank (each such Bank, in its capacity under this Section 1A.04each, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Percentage, in such Letter of Credit, each substitute letter Letter of creditCredit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.13 or 12.04(b) or otherwise, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBanks.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective B Issuing Bank of any B Letter of Credit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement)Credit, such B Issuing Bank shall be deemed to have sold and transferred to each Bank with a B Revolving Loan Commitment, other than such B Issuing Bank (each such Bank, in its capacity under this Section 1A.041B.04, a "B Participant"), and each such B Participant shall be deemed irrevocably and unconditionally to have purchased and received from such B Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such B Participant's B RL Percentage in such B Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the B Revolving Loan Commitments of the Banks pursuant to Section 12.04, it is hereby agreed that, with respect to all outstanding B Letters of Credit and B Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 1B.04 to reflect the new B RL Percentages of the assignor and assignee Bank or of all Banks with B Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant Bank (each, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse recourse, representation or warranty, an undivided interest and participation, to the extent of such Participant's Percentage ’s Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 2.01(b) and the Participants shall have no right to receive any portion of any Fronting Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.0411.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 to reflect the new Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBanks.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or on the Restatement Effective Date in the case of Letters Credit, such Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such other Bank, in its capacity under this Section 1A.042.03, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each a "participation"), to the extent of such Participant's Percentage Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although Letter of Credit Fees will be paid directly to the Payments Administrator for the ratable account of the Participants as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 1.14, 1.16 or 12.04, the termination of a Commitment of a Non-Continuing Bank or the occurrence of any Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.03 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsNon-Defaulting Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank any Letter of Credit Issuer of any Letter of Credit (or on the Restatement Effective Date in the case of Letters Credit, such Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant")RF Lender, and each such Participant RF Lender (each, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage ’s Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the RF Lenders as provided in Section 2.01(c) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.13 or 11.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 1A.05 to reflect the new Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beRF Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank of any Letter of Credit (or on the Restatement Effective Date in the case Issuer of Letters a Letter of Credit, such Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each other Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant Bank (each an "L/C Participant") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, each drawing payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 2.7(c) and the L/C Participants shall have no right to receive any portion of any Fronting Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Percentages of the Banks pursuant to Section 12.0411.6(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2A.5 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitmentother RF Lender, other than such Issuing Bank (and each such Bank, in its capacity under this Section 1A.04RF Lender (each, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the RF Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.05 to reflect the new Percentages of the assignor assigning and assignee Bank RF Lender or of all Banks with Revolving Loan CommitmentsRF Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by the respective Issuing Bank Letter of Credit Issuer of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitmentother Bank, other than and each such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received re- ceived from such Issuing Bankthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Bor rower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment ad justment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank of any Letter of Credit (or on the Restatement Effective Date in the case of with respect to Existing Letters of Credit under and as defined in the Existing Credit Agreement)Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 to reflect the new Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by the respective Issuing Bank of any Letter of Credit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement)Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.042.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.0414.04 or on the Restatement Effective Date, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank Letter of Credit Issuer of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing and each Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bankthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any fronting fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Percentages of the Banks pursuant to Section 12.0412.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid DrawingsDrawings thereon, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank of any Letter of Credit (or and on the Restatement Effective Date in the case of Existing Letters of Credit under and as defined in the Existing Credit AgreementCredit), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.042.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's RL Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.12 or 13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new RL Percentages of the assignor and assignee Bank Banks or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective any Issuing Bank of any Letter of Credit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement)Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.042.03, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan respective Commitments or Adjusted Percentages of the Banks pursuant to Section 12.041.13 or 13.04(b) or as a result of a Bank Default, it is hereby agreed that, with respect to all such outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.03 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective an Issuing Bank Lender of any Letter of Credit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement)Credit, such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank Lender with a Revolving Loan Commitment, other than such Issuing Bank Lender (each such BankLender, in its capacity under this Section 1A.042.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's RL Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the respective Revolving Borrower under this Agreement with respect thereto, in the respective Letter of Credit Fees (but not Facing Fees) payable with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Banks Lenders pursuant to Section 12.041.13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsLender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective A Issuing Bank of any A Letter of Credit (or on the Restatement Effective Date or, in the case of Letters an Existing Letter of Credit, upon the incorporation of such Existing Letter of Credit under and as defined in the Existing an A Letter of Credit Agreementhereunder as contemplated by Section 1A.01(d)), such A Issuing Bank shall be deemed to have sold and transferred to each Bank with a an A Revolving Loan Commitment, other than such A Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a an "A Participant"), and each such A Participant shall be deemed irrevocably and unconditionally to have purchased and received from such A Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such A Participant's A RL Percentage in such A Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the A Revolving Loan Commitments of the Banks pursuant to Section 12.04, it is hereby agreed that, with respect to all outstanding A Letters of Credit and A Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 to reflect the new A RL Percentages of the assignor and assignee Bank or of all Banks with A Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by the respective Issuing Bank of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing RL Bank (each such other RL Bank, in its capacity under this Section 1A.042.03, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Bank, without recourse or warranty, an undivided interest and participationparticipation (each a "Participation"), to the extent of such Participant's RL Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.0412.04 or otherwise, it is hereby agreed that, with respect to all outstanding Letters of Credit Credit, and Unpaid Drawings, there shall be an automatic adjustment to the participations Participations pursuant to this Section 1A.04 2.03 to reflect the new RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank Letter of Credit Issuer of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitmentother Bank, other than and each such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon ------------------------------- the issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters respective Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such other Bank, in its capacity under this Section 1A.042.02, a "ParticipantParticipating Bank"), and each such Participant Participating Bank shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantParticipating Bank's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although L/C Fees will be paid directly to the Administrative Agent for the ratable account of the Participating Banks as provided in Section 3.01(b) and the Participating Banks shall have no right to receive any portion of any L/C Facing Fees). Upon any change in the Revolving Loan Commitments Com mitments of the Banks pursuant to Section 12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.02 to reflect the new Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBanks.

Letter of Credit Participations. (a) Immediately Immedi- ately upon the issuance by the respective Issuing Bank of any Letter of Credit (or and on the Restatement Effective Date in the case of Existing Letters of Credit under and as defined in the Existing Credit AgreementCredit), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.042.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided un- divided interest and participation, to the extent of such Participant's RL Percentage in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Company under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.12 or 13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new RL Percentages of the assignor and assignee Bank Banks or of all Banks with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank Lender of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Lender shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentRL Lender, other than such the Issuing Bank Lender in its capacity (if any) as an RL Lender (each such BankRL Lender, in its capacity under this Section 1A.042.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing BankLender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage RL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Banks Lenders pursuant to Section 12.041.13 or 13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid DrawingsDrawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new RL Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsLender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective any Issuing Bank of any Letter of Credit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement)Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.042.03, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Adjusted RL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although the Letter of Credit Fee shall be payable directly to the Managing Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the respective Revolving Loan Commitments or Adjusted RL Percentages of the Banks pursuant to Section 12.041.13 or 13.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all such outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.03 to reflect the new Adjusted RL Percentages of the assignor and assignee Bank or of all Banks with respective Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective any Issuing Bank of any Letter of Credit (or on upon the Third Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreementexisting on such date), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bankother Bank in such capacity, in its capacity under this Section 1A.04, a as "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Percentage, in such Letter of CreditCredit of such Issuing Bank, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon the request of the Administrative Agent or the Required Banks, such Issuing Bank shall take such actions in order to transfer such guaranties or security interests, and any documents and instruments relating thereto, to the Administrative Agent or the Collateral Agent but any failure to make such transfer shall not restrict or impair the rights held pursuant to this Agreement by any Bank in such security interests and guaranties. Upon any change in the Revolving Loan Commitments of the Banks Participants pursuant to Section 12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beParticipant.

Letter of Credit Participations. (a) Immediately Imme- diately upon the issuance by the respective any Issuing Bank of any Letter of Credit (or on the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement)Credit, such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than including such Issuing Bank (each such Bank, in its capacity under this Section 1A.042, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Adjusted Percentage, in such Letter of CreditCredit of such Issuing Bank, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Such Issuing Bank may, or upon the request of the Administrative Agent or the Required Banks shall, take such actions in order to transfer such guaranties or security interests, and any documents and instruments relating thereto, to the Administrative Agent. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 12.041.14 or 14.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsNon-Defaulting Banks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or on the Restatement Effective Date in the case of Letters Credit, such Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant")Lender, and each such Participant Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantLender's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Lenders as provided in section 3.1(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks Lenders pursuant to Section 12.04section 12.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 section 2.4 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beLender.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or and on the Restatement Effective Initial Borrowing Date in the case with respect to any Existing Letter of Letters of Credit under and as defined in the Existing Credit AgreementCredit), such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank Lender with a General Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant Lender (each a "PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantLender's Percentage General Revolving Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and thereunder, the obligations of the Borrower Company under this Agreement with respect thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Lenders as provided in section 4.1(b) and the Participants shall have no right to receive any portion of any fees of the nature contemplated by section 4.1(c)), the obligations of any Subsidiary of the Company under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining theretoto, any of the foregoing. Upon any change in the General Revolving Loan Commitments of the Banks Lenders pursuant to Section 12.04section 13.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 section 3.4 to reflect the new General Revolving Facility Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beLenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank Letter of Credit Issuer of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitmentother Bank, other than and each such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bankthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Percentage Percentage, in such Letter of Credit, each substitute letter of credit, credit and each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments Commitment of the Banks pursuant to Section 12.041.13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.05 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by the respective Issuing Bank of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such the Issuing Bank (each such Bank, in its capacity under this Section 1A.042.04, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Adjusted Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower for whose account such Letter of Credit was issued under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant to Section 12.041.13 or 14.04 or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, Drawings there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Adjusted Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan CommitmentsBanks, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective any Issuing Bank of any Letter of Credit (or on upon the Second Restatement Effective Date in the case of Letters of Credit under and as defined in the Existing Credit Agreementexisting on such date), such Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bankother Bank in such capacity, in its capacity under this Section 1A.04, a as "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Percentage, in such Letter of CreditCredit of such Issuing Bank, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon the request of the Administrative Agent or the Required Banks, such Issuing Bank shall take such actions in order to transfer such guaranties or security interests, and any documents and instruments relating thereto, to the Administrative Agent or the Collateral Agent but any failure to make such transfer shall not restrict or impair the rights held pursuant to this Agreement by any Bank in such security interests and guaranties. Upon any change in the Revolving Loan Commitments of the Banks Participants pursuant to Section 12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beParticipant.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or on which date shall be the Restatement Effective Initial Borrowing Date in the case of Existing Letters of Credit under and as defined in the Existing Credit AgreementCredit), such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing and each Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantBank's Percentage RF Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.05 to reflect the new RF Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank a Letter of Credit Issuer of any Letter of Credit (or and on the Fourth Restatement Effective Date Date, in the case of Existing Letters of Credit under and as defined in the Existing Credit AgreementCredit), such Issuing Bank Letter of Credit Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank RL Lender (each such Bankother RL Lender, in its capacity under this Section 1A.042.03, a "“Participant"”), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, a “participation”), to the extent of such Participant's Percentage ’s RL Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor that remains in effect after the Original Effective Date, or guaranty pertaining theretothereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the Participants as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the Revolving Loan Commitments of the Banks RL Lenders pursuant to Section 1.14, 1.16 or 12.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.03 to reflect the new RL Percentages of the assignor and assignee Bank or RL Lender and of all Banks with Revolving Loan Commitments, as the case may beRL Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank Letter of Credit Issuer of any Letter of Credit (or on Credit, the Restatement Effective Date in the case of Letters Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan CommitmentBank, other than such Issuing and each Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant"), and each such Participant ) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bankthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage Percentage, in such Letter of Credit, each substitute letter Letter of creditCredit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the Banks as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041. 13 or 12.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 2.04 to reflect the new Percentages of the assignor assigning and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by the respective Issuing Bank any Letter of Credit Issuer of any Letter of Credit (or on the Restatement Effective Date in the case of Letters Credit, such Letter of Credit under and as defined in the Existing Credit Agreement), such Issuing Bank Issuer shall be deemed to have sold and transferred to each Bank with a Revolving Loan Commitment, other than such Issuing Bank (each such Bank, in its capacity under this Section 1A.04, a "Participant")Lender, and each such Participant Lender (each, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing BankLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's Percentage ’s Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect thereto, thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Lenders as provided in Section 2.01(b) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments of the Banks pursuant to Section 12.041.13 or 11.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.04 1A.05 to reflect the new Percentages of the assignor and assignee Bank or of all Banks with Revolving Loan Commitments, as the case may beLenders.