Common use of Letter of Credit Participations Clause in Contracts

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender (in its capacity under this Section 3.04, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof), in such 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; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Revolving Percentages of the assignor and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance issuance, increase or externsion by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Lender, and Lender (each such Revolving Lender (with respect to any Letter of Credit, in its capacity under this Section 3.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, in a percentage equal to the extent of such Participant’s Revolving RL Percentage (or the Dollar Equivalent thereof), in such Letter of Credit, each drawing or payment made thereunder (each, a “Drawing”) 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 4.01(c) and the Participants shall have no right to receive any portion of any Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Percentages and, as a result thereof the RL Percentages, of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 Sections 2.13 or 13.04(c)13.04, it is hereby agreed that, that with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Revolving RL Percentages of the assignor and assignee LenderLenders. With respect to each Letter of Credit from time to time outstanding, the percentage participations therein of the various Lenders calculated as provided above in this Section 3.04(a) are herein called the case may be“L/C Participation Percentages” of the various Lenders in such Letters of Credit. All calculations of the L/C Participation Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender with a Revolving LenderCommitment, and each such Revolving Lender (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Lender's Revolving Percentage (or the Dollar Equivalent thereof)Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and thereunder, the obligations of the Borrower Borrowers 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 Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining thereto; provided thatto, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participantforegoing. Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(csection 13.4(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 section 3.4 to reflect the new Revolving Facility Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender the Letter of Credit Issuer of any Letter of Credit (which date shall be the Initial Borrowing Date in the case of Existing Letters of Credit), such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Lender's Revolving Percentage (or the Dollar Equivalent thereof)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, thereto (although Letter of Credit Fees shall be payable directly to the 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; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(c12.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.5 to reflect the new Revolving Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (ai) Immediately upon the issuance by an Issuing Lender any Facing Agent of any Letter of Credit, such Issuing Lender Facing Agent shall be deemed to have sold and transferred to each Multicurrency Revolving Lender, and other than such Facing Agent (each such Revolving Lender (Lender, in its capacity under this Section 3.042.10(e), a “LC Participant”) ), and each such LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderFacing Agent, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantMulticurrency Revolving Lender’s Revolving Percentage (or the Dollar Equivalent thereof)Multicurrency Revolver Pro Rata Share, in such Letter of Credit, each drawing or payment Drawing made thereunder and the obligations of the Borrower Borrowers under this Agreement with respect theretothereto (although Letter of Credit fees shall be payable directly to Administrative Agent for the account of the LC Participant as provided in Section 2.10(g) and the LC Participants shall have no right to receive any portion of the facing fees), and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Multicurrency Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(c)Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoto Letters of Credit, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.10(e) to reflect the new Revolving Percentages Multicurrency Revolver Pro Rata Share of the assignor and assignee LenderLender or of all Lenders with Multicurrency Revolving Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Lenderother RL Bank, and each such Revolving Lender RL Bank (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted 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, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving the Adjusted RL Percentages of the Lenders XX Xxxxx pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04(b) or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted RL Percentages of the assignor assigning and assignee LenderBank or of all XX Xxxxx, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred trans- ferred to each Lender with a Revolving Loan Commitment, other than such Issuing Lender (each such Lender, and each such Revolving Lender (in its capacity under this Section 3.042.03, a “Participant”) "PARTICIPANT"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect theretothereto (although Letter of Credit Fees 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 with respect to such Letters of Credit), and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Adjusted Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04 or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted Percentages of the assignor and assignee LenderLender or of all Lenders with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving other RL Lender, and each such Revolving RL Lender (in its capacity under this Section 3.04each, a “Participant”"PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted 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, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving the Adjusted RL Percentages of the RL Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04(b) or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted RL Percentages of the assignor assigning and assignee LenderLender or of all RL Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving other RL Lender, and each such Revolving RL Lender (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s RL Percentage, in such Letter of Credit, each substitute Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower US Borrowers 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 RL Lenders as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving the RL Percentages of the RL Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c15.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving RL Percentages of the assignor assigning and assignee LenderRL Lender or of all RL Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the respective Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to (x) in the case of a U.S. Letter of Credit, each Lender (other than such Issuing Bank) with a Revolving LenderLoan Commitment and (y) in the case of a German Letter of Credit, and each Lender (other than such Issuing Bank) with a German Revolving Loan Sub-Commitment (each such Revolving Lender (with respect to any Letter of Credit, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, in a percentage equal to the extent of such Participant’s Revolving Percentage ('s RL Percentage, in the case of a U.S. Letter of Credit, or German RL Percentage, in the Dollar Equivalent thereof)case of a German Letter of Credit, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all thereto (although Letter of Credit OutstandingsFees shall be paid directly to the Administrative Agent for the ratable account of the Lenders based on their RL Percentages or German RL Percentages, as the outstanding Revolving Loans case may be, as provided in Section 3.01(c) and the dollar amount represented by the Swingline Loan Exposure Participants shall have no right to receive any portion of such Participant exceed the Revolving Commitments of such Participantany Facing Fees). Upon any change in the Revolving Loan Commitments or Revolving RL Percentages or German RL Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(c)this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new Revolving RL Percentages of the assignor and assignee Lenderor German RL Percentages, as the case may be, of the various Lenders.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving LenderLender with a Commitment, and each such Revolving Lender (in its capacity under this Section 3.04, each a “Participant”"PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)Lender's Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment 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 thereto; provided thatto, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participantforegoing. Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(csection 12.4(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 section 3.4 to reflect the new Revolving Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance issuance, increase or extension by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Lender, and Lender (each such Revolving Lender (with respect to any Letter of Credit, in its capacity under this Section 3.04, a “Participant”) ), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, in a percentage equal to the extent of such Participant’s Revolving RL Percentage (or the Dollar Equivalent thereof), in such Letter of Credit, each drawing or payment made thereunder (each, a “Drawing”) 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 Revolving Lenders as provided in Section 4.01(d) and the Participants shall have no right to receive any portion of any Facing Fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Percentages and, as a result thereof the RL Percentages, of the Revolving Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 Sections 2.13 or 13.04(c)13.04, it is hereby agreed that, that with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Revolving RL Percentages of the assignor and assignee LenderRevolving Lenders. With respect to each Letter of Credit from time to time outstanding, the percentage participations therein of the various Lenders calculated as provided above in this Section 3.04(a) are herein called the case may be“L/C Participation Percentages” of the various Revolving Lenders in such Letters of Credit. All calculations of the L/C Participation Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender the Letter of Credit Issuer of any Letter of Credit, such Issuing Lender the Letter of Credit Issuer shall be deemed to have sold and transferred to each other Revolving Lender, and each such Revolving Lender (in its capacity under this Section 3.04, each a “"Participant”") shall be ----------- deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Lender's Adjusted Revolving Percentage (or the Dollar Equivalent thereof)Commitment Percentage, in such Letter of Credit, each drawing or 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 Agent for the account of the 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; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Adjusted Revolving Commitment Percentages of the Revolving Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 12.04(b) or 13.04(c)upon a Lender Default, it is hereby agreed that, with ---------------- respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.05 to ------------ reflect the new Adjusted Revolving Commitment Percentages of the assignor assigning and assignee LenderLender or of all Revolving Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance (or deemed issuance pursuant to Section 2.01(d)) by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Lender with a Revolving Loan Commitment, other than such Issuing Lender (each such Lender, and each such Revolving Lender (in its capacity under this Section 3.042.03, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted RL Percentage, in such 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; provided that, with respect to any Participant, in no event shall thereto (although the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, Fee shall be payable directly to the outstanding Revolving Loans Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the dollar amount represented by the Swingline Loan Exposure Participants shall have no right to receive any portion of such Participant exceed the Revolving Commitments of such Participantany Facing Fees). Upon any change in the respective Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04(b) or any changes to the Adjusted RL Percentage as a result of a Lender Default, it is hereby agreed that, with respect to all such outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted RL Percentages of the assignor and assignee Lender or the Non-Defaulting Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Lender, and ABL Lender (each such Revolving Lender (with respect to any Letter of Credit, in its capacity under this Section 3.042.04, a “L/C Participant”) ), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, in a percentage equal to the extent of such L/C Participant’s Revolving Percentage (or the Dollar Equivalent thereof)RL Facility Percentage, in such Letter of Credit, each drawing or payment Drawing made thereunder and the obligations of the Borrower respective Account Party under this Agreement with respect theretothereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the ABL Lenders, as provided in Section 3.01(b) 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) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Percentages and, as a result thereof the RL Facility Percentages, of the ABL Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new Revolving RL Facility Percentages of the assignor and assignee LenderABL Lenders. With respect to each Letter of Credit from time to time outstanding, the percentage participations therein of the various ABL Lenders calculated as provided above in this Section 2.04(a) are herein called the case may be“L/C Participation Percentages” of the various ABL Lenders in such Letters of Credit. All calculations of the L/C Participation Percentages shall be made from time to time by the Administrative Agent, which calculations shall be conclusive absent manifest error.

Letter of Credit Participations. (a) Immediately upon the issuance by an the Issuing Lender Bank of any Letter of Credit (and on the Closing Date with respect to any Existing Letter of Credit), such the Issuing Lender Bank shall be deemed to have sold and transferred to each Lender with a Revolving LenderCommitment, and each such Revolving Lender (in its capacity under this Section 3.04, each a “LC Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such the Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such ParticipantLender’s Revolving Percentage (or the Dollar Equivalent thereof)Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment 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 LC 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 Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining thereto; provided thatto, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participantforegoing. Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(csection 12.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 section 3.4 to reflect the new Revolving Facility Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit (and on the Closing Date with respect to any Existing Letter of Credit), such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender with a General Revolving LenderCommitment, and each such Revolving Lender (in its capacity under this Section 3.04, each a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Lender's General Revolving Percentage (or the Dollar Equivalent thereof)Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment 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 thereto; provided thatto, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participantforegoing. Upon any change in the General Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(csection 12.4(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 section 3.4 to reflect the new General Revolving Facility Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving other Lender (each such other Lender, and each such Revolving Lender (in its capacity under this Section 3.042.03, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each a "participation"), to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted 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 that remains in effect after the Closing Date, or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all thereto (although Letter of Credit Outstandings, Fees will be paid directly to the outstanding Revolving Loans Administrative Agent for the ratable account of the Participants as provided in Section 3.01(c) and the dollar amount represented by the Swingline Loan Exposure Participants shall have no right to receive any portion of such Participant exceed the Revolving Commitments of such Participantany Facing Fees). Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.131.15 or 12.04, 2.14, 2.15, 2.16, 2.17 the termination of a Commitment of a Non-Continuing Lender or 13.04(c)the occurrence of any Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted Percentages of the assignor and assignee Lender, of all Continuing Lenders or of all Non-Defaulting Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit (and on the Third Restatement Effective Date, in the case of Existing Letters of Credit), such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving other Lender (each such other Lender, and each such Revolving Lender (in its capacity under this Section 3.042.03, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, a "participation"), to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s 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 that remains in effect after the Original Effective Date, or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all thereto (although Letter of Credit Outstandings, Fees will be paid directly to the outstanding Revolving Loans Administrative Agent for the ratable account of the Participants as provided in Section 3.01(c) and the dollar amount represented by the Swingline Loan Exposure Participants shall have no right to receive any portion of such Participant exceed the Revolving Commitments of such Participantany Facing Fees). Upon any change in the Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.131.14 or 12.04, 2.14, 2.15, 2.16, 2.17 the termination of a Commitment of a Non-Continuing Lender or 13.04(c)the occurrence of any Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Percentages of the assignor and assignee Lender, of all Lenders, all Continuing Lenders or all Non-Defaulting Lenders, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each Lender with a Revolving Loan Commitment, other than such Issuing Bank (each such Lender, and each such Revolving Lender (in its capacity under this Section 3.042.03, a “Participant”) "PARTICIPANT"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect theretothereto (although Letter of Credit Fees 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 with respect to such Letters of Credit), and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Adjusted Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04 or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted Percentages of the assignor and assignee LenderLender or of all Lenders with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an the respective Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each Revolving Lender, and RL Lender (other than such Issuing Bank) (each such Revolving Lender (with respect to any Letter of Credit, in its capacity under this Section 3.042.04, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, in a percentage equal to the extent of such Participant’s Revolving Percentage (or the 's Dollar Equivalent thereof)Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the respective Dollar Revolving Loan Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining theretothereto (although Letter of Credit Fees shall be paid directly to the Paying Agent for the ratable account of the RL Lenders based on their Dollar Percentages as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees); provided that, with respect to any Participantupon the occurrence of a Sharing Event, the participations described above shall be automatically adjusted so that each RL Lender shall have a participation in all then outstanding Letters of Credit, and related obligations as described above, in no event a percentage equal to its RL Percentage (which adjustments shall occur concurrently with the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participantadjustments described in Section 1.17). Upon any change in the Revolving Loan Commitments or Revolving Dollar Percentages of the RL Lenders pursuant to Section 2.13this Agreement (or in the circumstances provided in the proviso to the immediately preceding sentence, 2.14, 2.15, 2.16, 2.17 or 13.04(cthe RL Percentages of the RL Lenders pursuant to this Agreement), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new Revolving Dollar Percentages or, in the circumstances described in the proviso to the immediately preceding sentence, the RL Percentages of the assignor and assignee Lender, as the case may bevarious RL Lenders.

Letter of Credit Participations. (a) Immediately upon the ------------------------------- issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Lenderother RL Bank, and each such Revolving Lender RL Bank (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received re ceived from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest inter est and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted 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, thereto (although Letter of Credit Fees shall be payable directly to the Agent for the account of the XX Xxxxx as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving the Adjusted RL Percentages of the Lenders XX Xxxxx pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04(b) or as a result of a Bank Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted RL Percentages of the assignor assigning and assignee LenderBank or of all XX Xxxxx, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving other RL Lender, and each such Revolving RL Lender (in its capacity under this Section 3.04each, a “"Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted 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, thereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the RL Lenders as provided in Section 3.01(c) and the Participants shall have no right to receive any portion of any Facing Fees with respect to such Letters of Credit) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving the Adjusted RL Percentages of the RL Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04(b) or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted RL Percentages of the assignor assigning and assignee LenderLender or of all RL Lenders, as the case may be.

Letter of Credit Participations. (a) (i) Immediately upon the ------------------------------- issuance by an Issuing Lender the Letter of Credit Issuer of any US Letter of Credit, such Issuing Lender the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving LenderDRL Bank, and each such Revolving Lender DRL Bank (each such DRL Bank, in its capacity under this Section 3.042.04, a “"DRL Participant”") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lenderthe Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)DRL Bank's DRL Percentage, in such US Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and the obligations of the US Borrower under this Agreement with respect thereto, thereto (although US Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the DRL Banks as provided in Section 3.01(b) and the DRL Participants shall have no right to receive any portion of any US Facing Fees) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Dollar Revolving Loan Commitments or Revolving DRL Percentages of the Lenders DRL Banks pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(cSections 1.13 and/or 12.04(b), it is hereby agreed that, with respect to all outstanding US Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new Revolving DRL Percentages of the assignor assigning and assignee Lender, as the case may beBank.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender a Letter of Credit Issuer of any Letter of Credit, such Issuing Lender Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender with a General Revolving LenderCommitment, and each such Revolving Lender (in its capacity under this Section 3.04, each a “Participant”"PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderLetter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Lender's General Revolving Percentage (or the Dollar Equivalent thereof)Facility Percentage, in such Letter of Credit, each substitute letter of credit, each drawing or payment made thereunder and thereunder, the obligations of the Borrower Borrowers 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 3.2(b) and the Participants shall have no right to receive any portion of any fees of the nature contemplated by section 3.2(c)), the obligations of any Letter of Credit Obligor under any Letter of Credit Documents pertaining thereto, and any security therefor for, or guaranty pertaining thereto; provided thatto, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participantforegoing. Upon any change in the General Revolving Loan Commitments or Revolving Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 or 13.04(csection 12.4(c), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 section 2A.4 to reflect the new General Revolving Facility Percentages of the assignor assigning and assignee Lender, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender Bank of any Letter of Credit, such Issuing Lender Bank shall be deemed to have sold and transferred to each Lender with a Revolving Loan Commitment, other than such Issuing Bank (each such Lender, and each such Revolving Lender (in its capacity under this Section 3.042.03, a “"Participant”) "), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing LenderBank, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)'s Adjusted Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect theretothereto (although Letter of Credit Fees 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 with respect to such Letters of Credit), and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving Adjusted Percentages of the Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 1.13 or 13.04(c)13.04 or as a result of a Lender Default, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating theretoDrawings, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.03 to reflect the new Revolving Adjusted Percentages of the assignor and assignee LenderLender or of all Lenders with Revolving Loan Commitments, as the case may be.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving LenderLender in the applicable Tranche, and each such Revolving Lender (in its capacity under this Section 3.04, a each, an “L/C Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such L/C Participant’s Revolving Facility Percentage (or the Dollar Equivalent thereof), in such Letter of Credit, each drawing Drawing or payment made thereunder and the obligations of the Borrower respective Account Parties under this Agreement with respect theretothereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the respective Lenders as provided in Section 4.01(b) 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), and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving of any Tranche and, as a result thereof, the Facility Percentages of the applicable Tranche, of the respective Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 2.19 or 13.04(c)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Revolving Facility Percentages of the assignor and assignee Lenderrespective Lenders of the applicable Tranche (or in the circumstances provided in the proviso to the immediately preceding sentence, the Percentages of the respective Lenders). With respect to each Letter of Credit from time to time outstanding, the percentage participations therein of the various Lenders calculated as provided above in this Section 3.04(a) (including as provided in the case may beproviso to the immediately preceding sentence) are herein called the “L/C Participation Percentages” of the various Lenders in such Letters of Credit.

Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving LenderLender in the respective Tranche, and each such Revolving Lender (in its capacity under this Section 3.04, a each, an “L/C Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such L/C Participant’s Revolving Facility Percentage (or the Dollar Equivalent thereof), in such Letter of Credit, each drawing Drawing or payment made thereunder and the obligations of the Borrower respective Account Parties under this Agreement with respect theretothereto (although Letter of Credit Fees shall be payable directly to the Administrative Agent for the account of the respective Lenders as provided in Section 4.01(b) 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), and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving of any Tranche and, as a result thereof, the Facility Percentages of the respective Tranche, of the respective Lenders pursuant to Section 2.13, 2.14, 2.15, 2.16, 2.17 2.19 or 13.04(c)13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 to reflect the new Revolving Facility Percentages of the assignor and assignee Lenderrespective Lenders of the respective Tranche (or in the circumstances provided in the proviso to the immediately preceding sentence, the Percentages of the respective Lenders). With respect to each Letter of Credit from time to time outstanding, the percentage participations therein of the various Lenders calculated as provided above in this Section 3.04(a) (including as provided in the case may beproviso to the immediately preceding sentence) are herein called the “L/C Participation Percentages” of the various Lenders in such Letters of Credit.

Letter of Credit Participations. (a) Immediately upon the issuance by an any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving RL Lender or CL Lender, and as the case may be (each such Revolving RL Lender (or CL Lender, as the case may be, with respect to any Letter of Credit, in its capacity under this Section 3.042.04, a “"L/C Participant”) "), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, in a percentage equal to such L/C Participant's RL Percentage or CL Percentage, as the extent of such Participant’s Revolving Percentage (or the Dollar Equivalent thereof)case may be, in such Letter of Credit, each drawing or payment 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 respective Lenders as provided in Section 3.01(b) 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) and any security therefor or guaranty pertaining thereto; provided that, with respect to any Participant, in no event shall the dollar amount represented by the aggregate of the Revolving Percentage of all Letter of Credit Outstandings, the outstanding Revolving Loans and the dollar amount represented by the Swingline Loan Exposure of such Participant exceed the Revolving Commitments of such Participant. Upon any change in the Revolving Loan Commitments or Revolving the RL Percentages of the respective RL Lenders or the Credit-Linked Commitments or the CL Percentages of the respective CL Lenders, in each case pursuant to Section 2.131.13, 2.14, 2.15, 2.16, 2.17 1.14 or 13.04(c13.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.04 2.04 to reflect the new Revolving RL Percentages of the assignor and assignee Lenderor CL Percentages, as the case may be, of the respective Lenders.