Common use of Participating Interests Clause in Contracts

Participating Interests. (a) Upon the issuance of each Standby L/C, without further action on the part of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/C, all corresponding Standby L/C Drawings, all interest thereon and all other rights of the Issuing Bank hereunder and under such Standby L/C with respect thereto. (b) The liability of each Lender to the Issuing Bank as described in Section 4.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration the applicable Standby L/C; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of any Transaction Document by any party thereto; (v) any violation or asserted violation of law by any Lender or any affiliate thereof; (vi) the failure of any Lender to perform its obligations hereunder; or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Lender shall be liable for any portion of such liability resulting from the Issuing Bank's gross negligence or willful misconduct. (c) As promptly as practicable upon becoming aware that the Issuer has not reimbursed or will not reimburse or cause the Issuing Bank to be reimbursed in full for a Standby L/C Drawing under any Standby L/C in accordance with Section 4.02(a) or 4.02(b) on applicable Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative Agent, at the Administrative Agent's Payment Office, for the account of the Issuing Bank, an amount equal to such Lender's Participation Percentage of such unreimbursed Standby L/C Drawing. Notwithstanding clause (ii) of this paragraph (c), if a Lender does not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on its Participation Percentage of the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received by the Administrative Agent; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal to the Federal Funds Rate plus 2%. Upon receipt of any such funds, the Administrative Agent shall promptly pay such funds to the Issuing Bank. (d) If the Administrative Agent receives a Lender's Participation Percentage of an unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (c), such Lender shall be entitled to receive interest on its Participation Percentage of such Standby L/C Drawing, as provided in paragraph (e)(ii) below, from the applicable Disbursement Date. (e) The Issuing Bank agrees to pay promptly upon receipt to the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage of all amounts received from the Issuer in payment, in whole or in part, of an unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above and (ii) such Lender's Participation Percentage of any interest received from the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above. (f) If, on account of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges that each Lender shall have a direct claim against the Issuer for the principal of and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised by the Issuing Bank) as if such Lender had funded its Participation Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C. (h) The Issuing Bank and each Lender, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest error.

Participating Interests. 1. When and if the Government elects, pursuant to clause 28 of the contract, to participate in petroleum operations in a participation area, the Contractor constituting the contractor shall assign proportionately to the Government a part of its interest in the development area so that the rights, interest and obligations of the contractor and the Government in such area shall be owned and borne as of the participation date in undivided interests as follows: Government………… ( …..%) or such lesser amount as may be elected in accordance with clause 28 of the Contract; 2. In the event a party shall transfer in whole or in part its Participating interest pursuant to clause 35 of the Contract and Article 9 of this Participation Agreement, the participating interest of the parties therein shall be revised accordingly Production Sharing Contract Block L16 Ministry of Energy Page 73 3. OPERATOR AND DUTIES OF OPERATOR 1. The operator shall be the party acting as operator on the participation date and the operator shall have the rights and obligations of a non-operator in respect of its participating interest. 2. The operator shall serve as operator until it resigns or is removed pursuant to the provisions of this Article, or until it ceases to hold a participating interest hereunder. In the event that an operator assigns the whole of its participating interest hereunder to one of its affiliates, such affiliate shall become operator hereunder in the former's place. 3. Upon the affirmative vote of all the non-operators, the operator shall be removed as operator in case of any one of the following- (a) Upon the issuance of each Standby L/C, without further action on the part Bankruptcy of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/C, all corresponding Standby L/C Drawings, all interest thereon and all other rights of the Issuing Bank hereunder and under such Standby L/C with respect thereto.operator or its parent company; (b) The liability of each Lender to Assignment for the Issuing Bank as described in Section 4.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination benefit of the Commitments or the expiration the applicable Standby L/Coperator's creditors; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of any Transaction Document by any party thereto; (v) any violation or asserted violation of law by any Lender or any affiliate thereof; (vi) the failure of any Lender to perform its obligations hereunder; or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Lender shall be liable for any portion of such liability resulting from the Issuing Bank's gross negligence or willful misconduct. (c) As promptly as practicable upon becoming aware that the Issuer has not reimbursed Appointment of a receiver or will not reimburse or cause the Issuing Bank to be reimbursed in full for a Standby L/C Drawing under any Standby L/C in accordance manager with Section 4.02(a) or 4.02(b) on applicable Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay respect to the Administrative Agent, at the Administrative Agent's Payment Office, for the account whole or any part of the Issuing Bank, an amount equal to such Lender's Participation Percentage of such unreimbursed Standby L/C Drawing. Notwithstanding clause (ii) of this paragraph (c), if a Lender does not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account property or assets of the Issuing Bank on its Participation Percentage of the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received by the Administrative Agent; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal to the Federal Funds Rate plus 2%. Upon receipt of any such funds, the Administrative Agent shall promptly pay such funds to the Issuing Bank.operator; (d) If the Administrative Agent receives a Lender's Participation Percentage entitlement of any person other than an unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions affiliate of the preceding paragraph (c)operator to appoint a majority of the members of the board of directors of the operator by the reason of any act, such Lender shall be entitled to receive interest on its Participation Percentage default or neglect of such Standby L/C Drawing, as provided in paragraph (e)(ii) below, from the applicable Disbursement Date.operator; (e) The Issuing Bank agrees Failure without justification by the operator to pay promptly upon receipt a sum due to the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage of all amounts received from the Issuer in payment, in whole or in part, of an unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account name of the Issuing Bank pursuant to paragraph joint account for more than sixty (c60) above and (ii) such Lender's Participation Percentage of any interest received from the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above.days; (f) If, on account the operator's material breach of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount this Participation Agreement which remains unpaid by any Lender un remedied for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges that each Lender shall have a direct claim against the Issuer for the principal of and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised by the Issuing Bank) as if such Lender had funded its Participation Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C. (h) The Issuing Bank and each Lender, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest error.thirty

Participating Interests. (a) Upon Any Lender may, with the issuance of each Standby L/C, without further action on the part written consent of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/C, all corresponding Standby L/C Drawings, all interest thereon and all other rights of the Issuing Bank hereunder and under such Standby L/C with respect thereto. Agent (b) The liability of each Lender to the Issuing Bank as described in Section 4.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and which consent shall not be affected by unreasonably withheld), at any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration the applicable Standby L/C; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of any Transaction Document by any party thereto; (v) any violation or asserted violation of law by any Lender or any affiliate thereof; (vi) the failure of any Lender to perform its obligations hereunder; or (vii) any other circumstance, happening or event whatsoever, whether or not similar time sell to any of its Affiliates, one or more commercial banks or other financial institutions, or to any other Lender (each of the foregoingforegoing being a "Participant") participating interests in any portion of its Loan or other interests of such Lender hereunder; provided, however, that no that: (a) such Lender shall be liable for concurrently sell to such Participant its pro rata share of its Loans (as defined in the Senior Secured Credit Agreement) under the Senior Secured Credit Agreement; (b) no participation contemplated in this Section 10.12.2 shall relieve such Lender from its Loan or its other obligations hereunder or under any portion of such liability resulting from the Issuing Bank's gross negligence or willful misconduct.other Loan Document; (c) As promptly as practicable upon becoming aware that such Lender shall remain solely responsible for the Issuer has not reimbursed performance of its Loan and such other obligations; (d) the Borrower and each other Obligor and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and each of the other Loan Documents; (e) no Participant, unless such Participant is an Affiliate of such Lender, or will not reimburse is itself a Lender, shall be entitled to require such Lender to take or cause the Issuing Bank to be reimbursed in full for a Standby L/C Drawing refrain from taking any action hereunder or under any Standby L/C other Loan Document, except that such Lender may agree with any Participant that such Lender will not, without such Participant's consent, take any actions of the type described in accordance with Section 4.02(a) or 4.02(b) on applicable Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall clause (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)b) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative Agent, at the Administrative Agent's Payment Office, for the account of the Issuing Bank, an amount equal to such Lender's Participation Percentage of such unreimbursed Standby L/C Drawing. Notwithstanding clause (iic) of this paragraph Section 10.1, and (c), if a Lender does f) the Borrower shall not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on its Participation Percentage of any amount under Section 4.2 that is greater than the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received by the Administrative Agent; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal to the Federal Funds Rate plus 2%. Upon receipt of any such funds, the Administrative Agent shall promptly pay such funds to the Issuing Bank. (d) If the Administrative Agent receives a Lender's Participation Percentage of an unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (c), such Lender shall be entitled to receive interest on its Participation Percentage of such Standby L/C Drawing, as provided in paragraph (e)(ii) below, from the applicable Disbursement Date. (e) The Issuing Bank agrees it would have been required to pay promptly upon receipt to the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage of all amounts received from the Issuer in payment, in whole or in part, of an unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above had no participating interest been sold. The Borrower acknowledges and (ii) such Lender's Participation Percentage of any interest received from the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above. (f) If, on account of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges agrees that each Lender shall have a direct claim against the Issuer Participant, for the principal purposes of Sections 4.1, 10.3 and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised by the Issuing Bank) as if such Lender had funded its Participation Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C. (h) The Issuing Bank and each Lender10.4, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any a Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest error.

Participating Interests. (a) Upon Any Lender may, with the issuance of each Standby L/C, without further action on the part written consent of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/C, all corresponding Standby L/C Drawings, all interest thereon and all other rights of the Issuing Bank hereunder and under such Standby L/C with respect thereto. Agent (b) The liability of each Lender to the Issuing Bank as described in Section 4.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and which consent shall not be affected by unreasonably withheld), at any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration the applicable Standby L/C; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of any Transaction Document by any party thereto; (v) any violation or asserted violation of law by any Lender or any affiliate thereof; (vi) the failure of any Lender to perform its obligations hereunder; or (vii) any other circumstance, happening or event whatsoever, whether or not similar time sell to any of its Affiliates, one or more commercial banks or other financial institutions, or to any other Lender (each of the foregoingforegoing being a "Participant") participating interests in any portion of its Loan or other interests of such Lender hereunder; provided, however, that no that: (a) such Lender shall be liable for concurrently sell to such Participant its pro rata share of its Loan (as defined in the Senior Secured PIK Credit Agreement) under the Senior Secured PIK Credit Agreement; (b) no participation contemplated in this Section 10.12.2 shall relieve such Lender from its Loan or its other obligations hereunder or under any portion of such liability resulting from the Issuing Bank's gross negligence or willful misconduct.other Loan Document; (c) As promptly as practicable upon becoming aware that such Lender shall remain solely responsible for the Issuer has not reimbursed performance of its Loan and such other obligations; (d) the Borrower and each other Obligor and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and each of the other Loan Documents; (e) no Participant, unless such Participant is an Affiliate of such Lender, or will not reimburse is itself a Lender, shall be entitled to require such Lender to take or cause the Issuing Bank to be reimbursed in full for a Standby L/C Drawing refrain from taking any action hereunder or under any Standby L/C other Loan Document, except that such Lender may agree with any Participant that such Lender will not, without such Participant's consent, take any actions of the type described in accordance with Section 4.02(a) or 4.02(b) on applicable Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall clause (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)b) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative Agent, at the Administrative Agent's Payment Office, for the account of the Issuing Bank, an amount equal to such Lender's Participation Percentage of such unreimbursed Standby L/C Drawing. Notwithstanding clause (iic) of this paragraph Section 10.1, and (c), if a Lender does f) the Borrower shall not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on its Participation Percentage of any amount under Section 4.2 that is greater than the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received by the Administrative Agent; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal to the Federal Funds Rate plus 2%. Upon receipt of any such funds, the Administrative Agent shall promptly pay such funds to the Issuing Bank. (d) If the Administrative Agent receives a Lender's Participation Percentage of an unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (c), such Lender shall be entitled to receive interest on its Participation Percentage of such Standby L/C Drawing, as provided in paragraph (e)(ii) below, from the applicable Disbursement Date. (e) The Issuing Bank agrees it would have been required to pay promptly upon receipt to the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage of all amounts received from the Issuer in payment, in whole or in part, of an unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above had no participating interest been sold. The Borrower acknowledges and (ii) such Lender's Participation Percentage of any interest received from the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above. (f) If, on account of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges agrees that each Lender shall have a direct claim against the Issuer Participant, for the principal purposes of Sections 4.1, 10.3 and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised by the Issuing Bank) as if such Lender had funded its Participation Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C. (h) The Issuing Bank and each Lender10.4, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any a Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest error.

Participating Interests. (a) Upon the issuance Each Lender, by its execution and delivery of each Standby L/Cthis Agreement, without further action on the part of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/Cthe Letter of Credit, all corresponding Standby L/C Drawings, all interest thereon and all other rights of the Issuing Bank hereunder and under such Standby L/C the Letter of Credit with respect thereto. (b) The liability of each Lender to the Issuing Bank as described in Section 4.04(a2.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration of the applicable Standby L/CLetter of Credit; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of any Transaction Document by any party thereto; (v) the fact that any condition precedent to the issuance of Commercial Paper Notes was not in fact met; (vi) any violation or asserted violation of law by any Lender or any affiliate thereof; (vivii) the failure of any Lender to perform its obligations hereunder; or (viiviii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Lender shall be liable for any portion of such liability resulting from the Issuing Bank's gross negligence or willful misconduct. (c) As promptly as practicable upon becoming aware that the Issuer has not reimbursed or will not reimburse or cause the Issuing Bank to be reimbursed in full for a Standby L/C any Drawing under any Standby L/C the Letter of Credit in accordance with Section 4.02(a2.02(a) or 4.02(b2.02(b) on applicable any Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative Agent, at the Administrative Agent's Payment Office, for the account of the Issuing Bank, an amount equal to such Lender's Participation Percentage of such unreimbursed Standby L/C Drawing. Notwithstanding clause (ii) of this paragraph (c), if a Lender does not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on its Participation Percentage of the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received by the Administrative Agent; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal to the Federal Funds Rate plus 2%. Upon receipt of any such funds, the Administrative Agent shall promptly pay such funds to the Issuing Bank. (d) If the Administrative Agent receives a Lender's Participation Percentage of an any unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (c), such Lender shall be entitled to receive interest on its Participation Percentage of such Standby L/C Drawing, as provided in paragraph (e)(ii) below, from the applicable Disbursement Date. (e) The Issuing Bank agrees to pay promptly upon receipt to the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage of all amounts received from the Issuer directly or indirectly (from the Commercial Paper Account or otherwise) in payment, in whole or in part, of an any unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above and (ii) such Lender's Participation Percentage of any interest received from the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above. (f) If, on account of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a2.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges that each Lender shall have a direct claim against the Issuer for the principal of and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised by the Issuing Bank) as if such Lender had funded its Participation Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C.Depositary. (h) The Issuing Bank and each Lender, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest error.

Participating Interests. In the event the Guarantor elects to purchase Participating Interests pursuant to SECTION 2.12(b)(ii): (ai) Upon the issuance of each Standby L/C, without further action on the part of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/C, all corresponding Standby L/C Drawings, all interest thereon and all other All rights of the Issuing Bank hereunder and under such Standby L/C Guarantor to receive any payment or other recovery with respect theretoto its Participating Interests (including, without limitation, any distribution in respect of proceeds of Collateral and any subrogation, contribution or reimbursement claims) are hereby made expressly subordinate to the rights of the Lenders to receive payment (including, without limitation, in respect of distributions of proceeds of Collateral or other recovery) in full in cash of the Obligations owing to them; and (ii) no Lender selling a Participating Interest shall be under any Obligation to pay any amount in respect of such Participating Interest to the Guarantor until such Lender has received payment in full in cash of all Obligations owing to such Lender and the Commitments of such Lender have been terminated. (b) The liability of each Lender With respect to any Loans in which the Issuing Bank as described in Section 4.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative AgentGuarantor has purchased a Participating Interest, the Issuing Bank or any other Person for any reason whatsoever; (ii) Guarantor shall have all of the occurrence or continuance rights and privileges of a Default or Event of Default or the termination of the Commitments or the expiration the applicable Standby L/C; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of any Transaction Document by any party thereto; (v) any violation or asserted violation of law by any Lender or any affiliate thereof; (vi) the failure of any Lender to perform its obligations hereunder; or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingParticipant; provided, however, that no for purposes of the Credit Agreement, the Intercreditor Agreement and the other Loan Documents, until the Commitments shall have been terminated and the Obligations owing to the Lenders shall have been paid in full in cash: (i) The Guarantor shall not be entitled to require any Lender to take or refrain from taking any action under the Credit Agreement (including, without limitation, in respect of Section 11.1 thereof) or under any other Loan Document; (ii) The Guarantor shall not be liable considered a Lender for any portion purpose of such liability resulting from the Issuing Bank's gross negligence Credit Agreement (including, without limitation, for purposes of Sections 5.3, 5.4, 5.5, 5.6, 5.8, 11.3 and 11.4 thereof), the Intercreditor Agreement or willful misconductany other Loan Document; and (iii) The Guarantor shall have no right or obligation under Section 5.9 of the Credit Agreement and no obligation pursuant to Section 10.7 of the Credit Agreement. (c) As promptly as practicable upon becoming aware that The Lenders shall have no responsibilities except those expressly set forth herein or in the Issuer has Credit Agreement and the documents related thereto. The Lenders shall not reimbursed or will not reimburse or cause be responsible to the Issuing Bank to be reimbursed in full Guarantor for a Standby L/C Drawing under any Standby L/C in accordance with Section 4.02(a) or 4.02(b) on applicable Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) not later than 4:30 p.m. (New York City time) on any recitals, statements, representations or warranties contained in any of the Business Day such notice is received from the Administrative Agent (if such notice is received at aforesaid documents or prior in any certificate or other document referred to 12:00 noon (New York City time)) or provided for therein; (ii) not later than 11:00 a.m. the genuineness, legality, value, validity, binding effect, enforceability or sufficiency of the Credit Agreement or any other document or instrument related to or delivered in connection with the Credit Agreement; (New York City timeiii) on the Business Day following receipt fulfillment of such any condition or the performance of any obligation or covenant by the Borrower or any other Person; (iv) the collectability of any amount due under the Credit Agreement or any other Loan Document; or (v) the financial or other condition of the Borrower or any other Person. The Guarantor is able to make and has made its own independent investigation and determination of the foregoing matters and the Guarantor accepts its responsibility therefor. The Agent shall provide the Guarantor with copies of any notice (if such notice is received after 12:00 noon (New York City time)) pay of default provided to the Administrative Agent, at Agent and the Administrative Agent's Payment Office, for the account of the Issuing Bank, an amount equal to such Lender's Participation Percentage of such unreimbursed Standby L/C Drawing. Notwithstanding clause (ii) of this paragraph (c), if a Lender does not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on its Participation Percentage of the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received Lenders by the Administrative AgentBorrower; provided, however, that if neither the Federal Funds Rate does not cover Agent's nor the Issuing Bank's cost of funds, Lenders' failure to provide the applicable rate of interest Guarantor with any such notice shall be such rate as determined by relieve the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal to the Federal Funds Rate plus 2%. Upon receipt Guarantor of any such funds, the Administrative Agent shall promptly pay such funds to the Issuing Bankof its obligations under this Guaranty. (d) If the Administrative Agent receives a Lender's Participation Percentage of an unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (c), such No Lender shall be entitled deemed to be an agent for the Guarantor in connection with the Participating Interests, any Loans, the Loan Documents or any documents related thereto. No Lender shall, in the absence of bad faith, gross negligence or willful misconduct, be liable to the Guarantor with respect to anything such Lender may do or omit to do with respect to the Credit Agreement, the other Loan Documents and the transactions contemplated thereby, including any Participating Interests purchased by the Guarantor. Finally, any Lender may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking business with the Borrower or any other Person or entity having obligations relating to the Participating Interests or the Loans, and receive interest payment on its Participation Percentage such Loans, and otherwise act with respect thereto freely and without accountability in the same manner as if this Guaranty did not exist. Without limiting the generality of the foregoing, each Lender may without liability rely upon the advice of legal counsel, accountants and other experts and upon any written communication or any telephone conversation which such Standby L/C DrawingLender believes to be genuine and correct or to have been signed, as provided in paragraph (e)(ii) below, from sent or made by the applicable Disbursement Dateproper entity. (e) The Issuing Bank agrees to pay promptly upon receipt to In the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage of all amounts received from the Issuer in payment, in whole or in part, of an unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account handling of the Issuing Bank pursuant Participating Interests purchased hereunder, the Lenders shall exercise the same degree of care that the Lenders exercise in the making and handling of similar interests for their own account. It is expressly understood that the Lenders may, without the prior consent of the Guarantor, give or withhold agreement to paragraph any modification of the Credit Agreement or any other Loan Document, grant any waivers (c) above and (ii) such Lender's Participation Percentage including, without limitation, a waiver of conditions precedent or a waiver of any interest received Default or Event of Default) or consents in respect thereof, and exercise or refrain from exercising any other rights or remedies which the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to Lenders may have under the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) aboveaforesaid documents. (f) If, The Guarantor agrees that on account demand it will reimburse and indemnify each of the bankruptcyAgent and the Lenders (each such Person, insolvencyan "INDEMNIFIED PARTY") from and against any and all liabilities, concurso mercantil obligations, losses, damages, penalties, judgments, actions, and suits (whether or governmental intervention not such Indemnified Party is involved as a party to any litigation), as well as costs, expenses, fees, or disbursements of any kind or nature whatsoever, including legal fees and disbursements, which may be incurred by, asserted against or imposed on such Indemnified Party by any Person in connection with the Participating Interests (or similar event) including, without limitation, purchases and repurchases of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof Participating Interests pursuant to the terms hereof plus such Lender's pro rata share of this Guaranty), this Guaranty or any other documents related thereto, or which may arise out of the enforcement of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank rights under this Guaranty or the Administrative Agentany document related thereto, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges that each Lender shall have a direct claim against the Issuer for the principal of and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised caused by the Issuing Bank) as if gross negligence or willful misconduct of such Lender had funded its Participation Percentage Indemnified Party. The liabilities of the Standby L/C Drawing directly to Guarantor under this SECTION 2.13(g) shall survive the beneficiary termination of the applicable Standby L/C. (h) The Issuing Bank Credit Agreement and each Lender, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest errorthis Guaranty.

Participating Interests. (a) Upon Immediately upon the issuance by the Issuer of each Standby L/Ca Letter of Credit in accordance with Section 2.5 (and with respect to the Letters of Credit identified on Schedule 2.1 hereto, without further action on the part upon satisfaction of the Issuing Bank and the Lendersconditions set forth in Article IV hereof), each Lender severally purchases shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse to the Issuing Bankrecourse, and the Issuing Bank hereby sells to each Lenderrepresentation or warranty, an undivided interest, participation interest equal to the extent of such Lender's Participation Percentage, in such Standby L/C, all corresponding Standby L/C Drawings, all interest thereon and all other rights its pro-rata share of the Issuing Bank hereunder and under such Standby L/C with respect thereto. Letter of Credit Commitment (b) The liability of each Lender including as may be adjusted pursuant to the Issuing Bank as described in Section 4.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration the applicable Standby L/C; (iii) any adverse change in the condition (financial or otherwise2.1(a)) of the Issuer; (iv) any breach face amount of any Transaction Document such Letter of Credit and each draw paid by any party thereto; (v) any violation or asserted violation of law by any Lender or any affiliate thereof; (vi) the failure of any Lender to perform its obligations hereunder; or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingIssuer thereunder; provided, however, that no during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to this Section 2.2, the pro-rata share of each non-Defaulting Lender shall be liable for any portion of computed without including such liability resulting from the Issuing Bank's gross negligence or willful misconduct. (c) As promptly as practicable upon becoming aware that the Issuer has not reimbursed or will not reimburse or cause the Issuing Bank to be reimbursed in full for a Standby L/C Drawing under any Standby L/C in accordance with Section 4.02(a) or 4.02(b) on applicable Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative Agent, at the Administrative Agent's Payment Office, for the account Defaulting Lender’s share of the Issuing Bank, an amount equal to such Lender's Participation Percentage Letter of such unreimbursed Standby L/C Drawing. Notwithstanding clause (ii) of this paragraph (c), if a Lender does not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on its Participation Percentage of the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received by the Administrative AgentCredit Commitment; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any once such Defaulting Lender for more than five Business Days after receipt of notice, such shall cease to be a Defaulting Lender shall, commencing on the day next following such fifth Business Day, pay interest or has provided cash collateral to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal pursuant to the Federal Funds Rate plus 2%. Upon receipt of any such fundsSection 10.11, the Administrative Agent shall promptly pay such funds to the Issuing Bank. (d) If the Administrative Agent receives a Lender's Participation Percentage pro-rata share of an unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (c), such each Lender shall be entitled recalculated including all Lenders’ share of the Letter of Credit Commitment. Notwithstanding the foregoing, under no circumstances shall any Lender be deemed to receive have purchased a participation interest on its Participation Percentage in excess of such Standby L/C Drawing, as provided in paragraph (e)(ii) below, from the applicable Disbursement Date. (e) The Issuing Bank agrees Lender’s commitment amount. Each Lender’s obligation to pay promptly upon receipt to the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage its proportionate share of all amounts received from draws under the Letters of Credit, absent gross negligence or willful misconduct by the Issuer in paymenthonoring any such draw, shall be absolute, unconditional and irrevocable and in whole each case shall be made without counterclaim or in part, of an unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above and (ii) set-off by such Lender's Participation Percentage of any interest received from the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above. (f) If, on account of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 2%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges that each Lender shall have a direct claim against the Issuer for the principal of and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised by the Issuing Bank) as if such Lender had funded its Participation Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C. (h) The Issuing Bank and each Lender, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest error.

Participating Interests. (a) Upon the issuance Each Lender, by its execution and delivery of each Standby L/Cthis Agreement, without further action on the part of the Issuing Bank and the Lenders, each Lender severally purchases from the Issuing Bank, without recourse to the Issuing Bank, and the Issuing Bank hereby sells to each Lender, an undivided interest, to the extent of such Lender's Participation Percentage, in such Standby L/Cthe Letter of Credit, all corresponding Standby L/C Drawings, all interest thereon and all other rights of the Issuing Bank hereunder and under such Standby L/C the Letter of Credit with respect thereto. (b) The liability of each Lender to the Issuing Bank as described in Section 4.04(a2.04(a) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including: (i) any set-off, counterclaim, defense or other right which such Lender or any other Person may have against the Administrative Agent, the Issuing Bank or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of the Commitments or the expiration of the applicable Standby L/CLetter of Credit; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of any Transaction Document by any party thereto; (v) the fact that any condition precedent to the issuance of Commercial Paper Notes was not in fact met; (vi) any violation or asserted violation of law by any Lender or any affiliate thereof; (vivii) the failure of any Lender to perform its obligations hereunder; or (viiviii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no Lender shall be liable for any portion of such liability resulting from the Issuing Bank's gross negligence or willful misconduct. (c) As promptly as practicable upon becoming aware that the Issuer has not reimbursed or will not reimburse or cause the Issuing Bank to be reimbursed in full for a Standby L/C any Drawing under any Standby L/C the Letter of Credit in accordance with Section 4.02(a2.02(a) or 4.02(b2.02(b) on applicable any Disbursement Date, the Issuing Bank shall notify the Administrative Agent which shall promptly notify each Lender to such effect and each Lender shall (i) not later than 4:30 p.m. (New York City time) on the Business Day such notice is received from the Administrative Agent (if such notice is received at or prior to 12:00 noon (New York City time)) or (ii) not later than 11:00 a.m. (New York City time) on the Business Day following receipt of such notice (if such notice is received after 12:00 noon (New York City time)) pay to the Administrative Agent, at the Administrative Agent's Payment Office, for the account of the Issuing Bank, an amount equal to such Lender's Participation Percentage of such unreimbursed Standby L/C Drawing. Notwithstanding clause (ii) of this paragraph (c), if a Lender does not make available to the Administrative Agent on the applicable Disbursement Date such Lender's Participation Percentage of any unreimbursed Standby L/C Drawing, such Lender shall be required to pay interest to the Administrative Agent for the account of the Issuing Bank on its Participation Percentage of the amount of such unreimbursed Standby L/C Drawing at the Federal Funds Rate from such Disbursement Date until the date payment is received by the Administrative Agent; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after receipt of notice, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent for the account of the Issuing Bank at a rate per annum equal to the Federal Funds Rate plus 2%. Upon receipt of any such funds, the Administrative Agent shall promptly pay such funds to the Issuing Bank. (d) If the Administrative Agent receives a Lender's Participation Percentage of an any unreimbursed Standby L/C Drawing on the corresponding Disbursement Date therefor, or if the Administrative Agent receives such payment together with interest thereon in accordance with the provisions of the preceding paragraph (c), such Lender shall be entitled to receive interest on its Participation Percentage of such Standby L/C Drawing, as provided in paragraph (e)(ii) below, from the applicable Disbursement Date. (e) The Issuing Bank agrees to pay promptly upon receipt to the Administrative Agent for the account of each Lender (i) such Lender's Participation Percentage of all amounts received from the Issuer directly or indirectly (from the Commercial Paper Account or otherwise) in payment, in whole or in part, of an any unreimbursed Standby L/C Drawing, but only to the extent that such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above and (ii) such Lender's Participation Percentage of any interest received from the Issuer with respect to any such unreimbursed Standby L/C Drawing, but only to the extent such Lender has paid in full its Participation Percentage of such Standby L/C Drawing to the Administrative Agent for the account of the Issuing Bank pursuant to paragraph (c) above. (f) If, on account of the bankruptcy, insolvency, concurso mercantil or governmental intervention (or similar event) of the Issuer, the Issuing Bank or the Administrative Agent is required at any time (whether before or after the Termination Date) to return to the Issuer or to a trustee, receiver, liquidator, custodian or other similar official or any other Person, any portion of the payments made by (or on behalf of) the Issuer to the Administrative Agent for the account of the Issuing Bank (or directly to the Issuing Bank) in reimbursement of any unreimbursed Standby L/C Drawing and interest thereon, each Lender shall, on demand of the Issuing Bank or the Administrative Agent, forthwith return to the Issuing Bank or the Administrative Agent for the account of the Issuing Bank any amounts transferred to such Lender by the Issuing Bank or the Administrative Agent in respect thereof pursuant to the terms hereof plus such Lender's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on all amounts so demanded from the day such amounts are returned by the Issuing Bank or the Administrative Agent, as the case may be, to the day such amounts are returned by such Lender to the Issuing Bank or the Administrative Agent at a rate per annum for each day equal to the Federal Funds Rate; provided, however, that if the Federal Funds Rate does not cover the Issuing Bank's or the Administrative Agent's cost of funds, the applicable rate of interest shall be such rate as determined by the Issuing Bank or the Administrative Agent, in good faith, to be equal to its cost of funds; and provided, further, that if any amount remains unpaid by any Lender for more than five Business Days after demand, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Issuing Bank or the Administrative Agent, as the case may be, at a rate per annum equal to the Federal Funds Rate plus 22.00%. In any case when an amount is returned to any Person pursuant to this paragraph (f), the reimbursement obligation of the Issuer contained in Section 4.02(a2.02(a) will be reinstated as of the original date such reimbursement obligation arose. (g) The Issuer hereby confirms and acknowledges that each Lender shall have a direct claim against the Issuer for the principal of and interest on each portion of any unreimbursed Standby L/C Drawing advanced by such Lender to the Issuing Bank and that each Lender shall to the extent applicable be entitled to all the rights of the Issuing Bank against the Issuer (to the extent not exercised by the Issuing Bank) as if such Lender had funded its Participation Percentage of the Standby L/C Drawing directly to the beneficiary of the applicable Standby L/C.Depositary. (h) The Issuing Bank and each Lender, with respect to the amounts payable to it in respect of any unreimbursed Standby L/C Drawing, and the Administrative Agent, with respect to all amounts payable in respect of unreimbursed Standby L/C Drawings, shall maintain on its books in accordance with its usual practice, loan accounts, setting forth its Participation Percentage of each Standby L/C Drawing, the applicable interest rate and the amounts of principal and interest paid and payable by the Issuer from time to time hereunder with respect thereto; provided, however, that the failure by the Issuing Bank, any Lender or the Administrative Agent to record any such amount on its books or any error in such recordation shall not affect the obligations of the Issuer with respect thereto. In the case of any dispute, action or proceeding relating to any amount payable in respect of any unreimbursed Standby L/C Drawings, the entries in each such account shall be prima facie evidence of such amount. In case of any discrepancy between the entries in the Administrative Agent's books and a Lender's books, such Lender's books shall be considered correct in the absence of manifest error. In the case of any discrepancy between the entries in the Issuing Bank's books and any Lender's books or the Administrative Agent's books, the Issuing Bank's books shall be considered correct in the absence of manifest error.