Common use of Participation in Letters of Credit Clause in Contracts

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due (or the Dollar Equivalent with respect to a Letter of Credit in an Alternate Currency) with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, in the Dollar Equivalent for amounts drawn in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in Section 2.2(b)(vi) below.

Participation in Letters of Credit. If, for any reason, Each Lender shall participate on a Pro Rata basis in the Administrative Letters of Credit issued by the Agent (and those Letters of Credit described on Exhibit D hereto), which participation shall automatically arise upon the Issuing issuance of each Letter of Credit (or with respect to those Letters of Credit described on Exhibit D hereto, upon the execution of this Agreement) (such participations to count against the Revolving Credit Commitment of each Lender if Pro Rata when the Issuing Letters of Credit are issued, or with respect to those Letters of Credit described on Exhibit D hereto, upon the execution of this Agreement). Each Lender is a Lender other than the Administrative Agent) shall be unable to or, unconditionally agrees that in the opinion of event the Administrative Agent, Agent is not reimbursed by the Borrowers for the amount paid by it shall be impracticable to, convert on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant on the date of such payment, then in that event such Lender shall pay to the preceding subsection, Agent its Pro Rata amount of each draft so paid by the Administrative Agent and in return such Lender shall automatically receive an equivalent percentage participation in all of the rights of the Agent in respect of such draft (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have including the right to request that each Lender fund a participation in obtain reimbursement from the Borrowers for the amount due of such draft, together with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)interest thereon as provided for herein). Upon such notice, but without further action, In the Issuing event that any Lender hereby agrees fails to grant honor its obligation to each Lender, and each Lender hereby agrees to acquire from reimburse the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Issuing Lender, such Lender’s ratable its Pro Rata share of the amount due with respect to of any such Letter of Credit draft on the date that such draft is paid, then in that event (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vii) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each other Lender shall comply with pay to the Agent its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata Pro Rata share of the payment due to the Agent from the defaulting Lender, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft, and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing the Lenders for their respective Pro Rata shares of the defaulting Lenders' portion of the draft, together with interest thereon at the rate provided for in Section 2.5(c) hereof. Upon reimbursement to the other Lenders pursuant to clause (iii) above of the amounts advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent.

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 9 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditherein.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing applicable Fronting Lender if the Issuing such Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing such Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing such Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing such Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing such Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing applicable Fronting Lender if the Issuing such Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing such Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing such Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing such Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing such Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, the Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to the Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 9 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loansherein. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.5.7

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Each Lender if the Issuing Lender is shall participate on a Lender other than the Administrative Agent) shall be unable to or, pro rata basis in the opinion Letters of Credit issued by the Administrative Agent, it which participation shall be impracticable to, convert automatically arise upon the issuance of each Letter of Credit. Each Lender unconditionally agrees that in the event the Borrowers do not reimburse the Agent by the time such reimbursement is due (as set forth in subsection (d) above) for the amount paid by the Agent on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant Credit, then in that event such Lender shall pay to the preceding subsection, Agent that portion of the Administrative amount of each draft so paid by the Agent (which is equal to the same percentage of the amount so paid as the percentage which its A Revolving Commitment bears to the aggregate of the A Revolving Commitments and the Issuing in return such Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a automatically receive an equivalent percentage participation in the amount due with respect rights of the Agent to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire obtain reimbursement from the Issuing Lender, an undivided participation interest in Borrowers for the amount due of such draft, together with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Creditinterest thereon as provided for herein. In consideration and in furtherance of the foregoing, each event that any Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, fails to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that honor its obligation to acquire participations in reimburse the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with Agent for its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amount of any such draft, then in that event (i) each other Lender may, but shall not be obligated to, pay to the Agent its pro rata share of the payment due the Agent from the defaulting Lender (provided that no Lender shall be required to make such payment to the extent that the payment, when taken together with the amount outstanding to such Lender under the A Revolving Commitment, would exceed such Lender's A Revolving Commitment), (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft, and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing any such Lender's making payments to the Agent under clause (i) above for their respective pro rata shares of the defaulting Lender's portion of the draft, together with interest thereon at the rate provided for in subsection (d) above. Upon reimbursement to such Lenders pursuant to clause (iii) above of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Core Molding pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.9 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the BOA Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a US Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each US Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each US Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each US Lender, and each US Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such US Lender’s 's Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each US Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such US Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such US Lender’s 's Applicable Commitment Percentage). Each US Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the US Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the US Revolving Credit Commitment of such US Lender shall have been reduced or terminated. Each US Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to US Revolving Loans. Each US Lender is hereby authorized to record on its records such US Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (e) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (e) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.7 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. IfUpon the issuance of a Letter of Credit in accordance with this Agreement (or on the Closing Date with respect to Existing Letters of Credit), for any reasoneach Lender shall be deemed to have purchased a pro rata participation in such Letter of Credit and all unreimbursed drawings thereunder, the Administrative Agent (and from the Issuing Lender if in an amount equal to that Lender’s Revolving Loan Pro Rata Share of the face amount of the Letter of Credit. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender is a not reimbursed by Borrower for any payment made by the Issuing Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert under any amount drawn under a Existing Letter of Credit to a Revolving Loan pursuant to or any other Letter of Credit issued in accordance with the preceding subsectionterms hereof, the Administrative Agent (and the Issuing Lender or if the any reimbursement received by Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that rescinded or must be returned, each Lender fund a participation in shall reimburse Agent, for the amount due with respect to such Letter benefit of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest amount equal to its Revolving Loan Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, Agent must request, before 11:00 a.m. Pacific Time on a Business Day, each Lender (including the Issuing Lender in the amount due with respect its capacity as a Lender) to such Letter of Credit in fund an amount equal to such each Lender’s Commitment Percentage respective Revolving Loan Pro Rata Share of the principal amount due with respect reimbursement amount. The Lenders shall fund to Agent the amounts so requested no later than 11:00 a.m. Pacific Time on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the Issuing Lender in satisfaction of Crediteach Lender’s participation obligations on the Business Day that such funds are received by Agent. In consideration and in furtherance The obligation of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative so reimburse Agent, for the account on behalf of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without reimbursement is requested after the Expiration Date, any offsetdefense, abatementsetoff, recoupmentcounterclaim or claim for recoupment against Agent or Issuing Lender, counterclaimor any other circumstance, withholding or reduction whatsoever and whether or not similar to the Revolving Credit Commitment foregoing. Any such reimbursement shall have been reduced not relieve or terminated. Each otherwise impair the obligation of Borrower to reimburse the Issuing Lender shall comply for the amount of any payment made by the Issuing Lender under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditherein.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a US Revolving Loan pursuant to the preceding subsectionsubsection (v), the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each US Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each US Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each US Lender, and each US Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such US Lender’s 's Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each US Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such US Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such US Lender’s 's Applicable Commitment Percentage). Each US Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the US Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such US Lender's US Revolving Credit Commitment shall have been reduced or terminated. Each US Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to US Revolving Loans. Each US Lender is hereby authorized to record on its records such US Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each US Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, funds in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 8 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditherein.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) subsection shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) subsection by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.7 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsectionsubsection or if the amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available fundsfunds in Dollars (except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Each Lender if the Issuing Lender is shall participate on a Lender other than the Administrative Agent) shall be unable to or, PRO RATA basis in the opinion Letters of Credit issued by the Administrative Agent, it which participation shall be impracticable to, convert automatically arise upon the issuance of each Letter of Credit. Each Lender unconditionally agrees that in the event the Borrowers do not reimburse the Agent by the time such reimbursement is due (as set forth in subsection (d) above) for the amount paid by the Agent on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant Credit, then in that event such Lender shall pay to the preceding subsection, Agent that portion of the Administrative amount of each draft so paid by the Agent (which is equal to the same percentage of the amount so paid as the percentage which its Commitment bears to the aggregate of the Commitments and the Issuing in return such Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a automatically receive an equivalent percentage participation in the amount due with respect rights of the Agent to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire obtain reimbursement from the Issuing Lender, an undivided participation interest in Borrowers for the amount due of such draft, together with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Creditinterest thereon as provided for herein. In consideration and in furtherance of the foregoing, each event that any Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, fails to pay honor its obligation to reimburse the Administrative Agent, Agent for the account of the Issuing Lender, such Lender’s ratable its PRO RATA share of the amount due with respect to of any such Letter of Credit draft, then in that event (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vii) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each other Lender shall comply with pay to the Agent its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata PRO RATA share of the payment due the Agent from the defaulting Lender (provided that no Lender shall be required to make such payment to the extent that the payment, when taken together with the amount outstanding to such Lender under the Revolving Credit, would exceed such Lender's Commitment), (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing the Lenders for their respective PRO RATA shares of the defaulting Lender's portion of the draft, together with interest thereon at the rate provided for in subsection (d) above. Upon reimbursement to other Lenders pursuant to clause (iii) above of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent.

Participation in Letters of Credit. IfEach Revolving Lender, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to the Existing Letters of Credit, hereby purchases a participation interest in such Existing Letters of Credit, and with respect to Letters of Credit issued on or after the Closing Date, upon issuance of a Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but be deemed to have purchased without further action, recourse a risk participation from the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the obligations arising thereunder, in each case in an amount equal to such Lender’s Commitment Percentage 's pro rata share of the principal amount due with respect obligations under such Letter of Credit (based on the Revolving Commitment Percentages of such Lender) and absolutely, unconditionally, and irrevocably assumes, as primary obligor and not as surety, and becomes obligated to pay to the Issuing Lender therefor and discharge when due, such Lender's pro rata share of the obligations arising under such Letter of Credit. In consideration Without limiting the scope and nature of each Revolving Lender's participation in furtherance any Letter of Credit, to the foregoingextent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to shall pay to the Administrative Agent, for the account Issuing Lender its pro rata share of such unreimbursed drawing in same day funds upon demand therefor. The obligation of each Revolving Lender to reimburse the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Default, an Event of Default, and that each or any other occurrence or event. Any such payment reimbursement shall be made without not relieve or otherwise impair the obligation of the Borrowers to reimburse the Issuing Lender under any offsetLetter of Credit, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Creditthis Agreement.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Lender Fronting Bank if the Issuing Lender is Fronting Bank shall be a Lender Bank other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Lender Fronting Bank if the Issuing Lender is Fronting Bank shall be a Lender Bank other than the Administrative Agent) shall have the right to request that each Lender fund the Banks purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender Bank thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Lender Fronting Bank hereby agrees to grant to each Lenderthe Banks, and each Lender Bank hereby agrees to acquire from the Issuing LenderFronting Bank, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to each such LenderBank’s Applicable Commitment Percentage of the aggregate principal amount of the amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender the Banks hereby absolutely and unconditionally agreesagree, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing LenderFronting Bank, such LenderBank’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such LenderBank’s Applicable Commitment Percentage). Each Lender acknowledges The Banks acknowledge and agrees agree that its their obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the each such Bank’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender The Banks shall comply with its their obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof 2.9 with respect to Revolving Loans. Each Lender Bank is hereby authorized to record on its records such LenderBank’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.Applicable Commitment

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsectionsubsection or if the amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available fundsfunds in Dollars (except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a USB Revolving Loan pursuant to the preceding subsectionsubpart (v) of this Section, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of CreditCredit in accordance with such Lender's Applicable Commitment Percentage, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender in accordance with such Lender's Applicable Commitment Percentage, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Applicable Commitment Percentage of the aggregate principal amount of the amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentFronting Lender, for the account of the Issuing Lenderits sole account, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Applicable Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is shall have been drawn but not reimbursed by the Borrower TCC pursuant to this Section 2.2(b)(visubpart (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubpart (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof 2.6 with respect to USB Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, Upon the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion issuance of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to in accordance with this Agreement (or on the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due Closing Date with respect to such Letter Existing Letters of Credit), and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed shall be deemed to have purchased a pro rata participation in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit and the related LC Obligations from the LC Issuer in an amount equal to such its Pro Rata Share of the related LC Obligations. Without limiting the scope and nature of each Lender’s Commitment Percentage of the principal amount due with respect to such participation in any Letter of Credit. In consideration , to the extent that the LC Issuer is not reimbursed by the Revolving Loan Borrower (and funds are not available in furtherance the LC Collateral Account) for any payment made by the LC Issuer under any Existing Letter of Credit or any other Letter of Credit issued in accordance with the foregoingterms hereof, or if any reimbursement received by LC Issuer is rescinded or must be returned, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative shall reimburse Agent, for the account benefit of the Issuing LC Issuer, an amount equal to its Pro Rata Share of such reimbursement amount as set forth below. To obtain funding by the Lenders of any reimbursement amount, the Agent shall request, before 1:00 p.m. (Pacific Time) on a Business Day, each Lender (including the LC Issuer in its capacity as a Lender, such ) to fund an amount equal to each Lender’s ratable share Pro Rata Share of the amount due with respect reimbursement amount. The Lenders shall fund to the Agent the amounts so requested no later than 11:00 a.m. (Pacific Time) on the Business Day after the date that such Letter request is delivered to the Lenders and all amounts so funded shall be paid by the Agent to the LC Issuer in satisfaction of Credit (determined in accordance with such each Lender’s Commitment Percentage)participation obligations. Each The obligation of each Lender acknowledges and agrees that its obligation to acquire participations in so reimburse Agent, on behalf of the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) LC Issuer, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and the termination of the availability of Letters of Credit, the fact that each such payment shall be made without any offsetone or more of the conditions in Article 9 is not satisfied, abatementthe fact that reimbursement is requested after the Termination Date, recoupmentany defense, counterclaimsetoff, withholding counterclaim or reduction whatsoever and claim for recoupment against Agent or LC Issuer, or any other circumstance, whether or not similar to the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply Loan Borrower to reimburse the LC Issuer for the amount of any payment made by the LC Issuer under any Letter of Credit, together with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner interest as provided in Section 2.5 hereof with respect to Revolving Loansherein. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.90 13483422v8

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender Xxxxxx hereby agrees to grant to each LenderRevolving Xxxxxx, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.4 hereof with respect to Revolving Loans. Each Lender is hereby authorized In addition, each Revolving Xxxxxx agrees to record on its records such Lender’s pro rata share of risk participate in the amounts paid and not reimbursed on the Existing Letters of CreditCredit as provided in subsection (viii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender or if the Issuing Lender amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Fronting Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender's Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available fundsfunds (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such LenderRevolving Xxxxxx’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a US Revolving Loan pursuant to the preceding subsectionsubsection (v), the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each US Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each US Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each US Lender, and each US Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such US Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each US Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such US Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such US Lender’s Applicable Commitment Percentage). Each US Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the US Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such US Lender’s US Revolving Credit Commitment shall have been reduced or terminated. Each US Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to US Revolving Loans. Each US Lender is hereby authorized to record on its records such US Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each US Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the applicable Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent and the applicable issuing Lender (if the Issuing Lender is a Lender other than the applicable Agent, ) it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing applicable issuing Lender (if the Issuing Lender is a Lender other than the Administrative applicable Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (email, in each case confirmed by telephone) , or by telephone (confirmed in writing)). Upon such notice, but without further action, the applicable Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the such Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Lxxxxx’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the such Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Lxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. Each Issuing Lender hereby agrees to promptly provide the Administrative Agent with all information requested by the Administrative Agent with respect to a Letter of Credit issued by such Ixxxxxx Xxxxxx.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Each Lender if the Issuing Lender is shall participate on a Lender other than the Administrative Agent) shall be unable to or, PRO RATA basis in the opinion Letters of Credit issued by the Administrative Agent, it which participation shall be impracticable to, convert automatically arise upon the issuance of each Letter of Credit. Each Lender unconditionally agrees that in the event the Borrowers do not reimburse the Agent by the time such reimbursement is due (as set forth in subsection (d) above) for the amount paid by the Agent on any amount drawn draft presented under a Letter of Credit to a Revolving Loan pursuant Credit, then in that event such Lender shall pay to the preceding subsection, Agent that portion of the Administrative amount of each draft so paid by the Agent (which is equal to the same percentage of the amount so paid as the percentage which its Commitment bears to the aggregate of the Commitments and the Issuing in return such Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a automatically receive an equivalent percentage participation in the amount due with respect rights of the Agent to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire obtain reimbursement from the Issuing Lender, an undivided participation interest in Borrowers for the amount due of such draft, together with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Creditinterest thereon as provided for herein. In consideration and in furtherance of the foregoing, each event that any Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, fails to pay honor its obligation to reimburse the Administrative Agent, Agent for the account of the Issuing Lender, such Lender’s ratable its PRO RATA share of the amount due with respect to of any such Letter of Credit draft, then in that event (determined in accordance with such Lender’s Commitment Percentage). Each i) each other Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn may, but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoeverobligated to, including, without limitation, pay to the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with Agent its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata PRO RATA share of the payment due the Agent from the defaulting Lender, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of such draft, and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement shall first be applied to reimbursing any such Lenders making payments to the Agent under clause (i) above for their respective PRO RATA shares of the defaulting Lender's portion of the draft, together with interest thereon at the rate provided for in subsection (d) above. Upon reimbursement to such other Lenders pursuant to clause (iii) above of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft, together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on by the Letters of CreditAgent."

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the applicable Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent and the applicable issuing Lender (if the Issuing Lender is a Lender other than the applicable Agent, ) it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing applicable issuing Lender (if the Issuing Lender is a Lender other than the Administrative applicable Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (email, in each case confirmed by telephone) , or by telephone (confirmed in writing)). Upon such notice, but without further action, the applicable Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the such Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the such Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.. Each Issuing Lender hereby agrees to promptly provide the Administrative Agent with all information requested by the Administrative Agent with respect to a Letter of Credit issued by such Xxxxxxx Xxxxxx. (c)

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and or the Issuing Fronting Lender if the Issuing Fronting Lender is shall be a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s 's Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share 's Ratable Share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s 's Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (f) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever whatsoever, and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (f) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.9 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share 's Pro Rata Share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Revolving Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (in each case confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderRevolving Xxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such LenderRevolving Xxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender Fronting Lender, if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (b)(vi) by wire transfer of immediately available funds, funds in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (b)(vii) below.

Participation in Letters of Credit. IfEach Lender shall participate in the Letters of Credit issued by LaSalle (including those Letters of Credit listed on Schedule 3.4 attached hereto) in an amount equal to its Pro Rata Share of such Letters of Credit, for any reasonwhich participation shall automatically arise upon the issuance of each Letter of Credit (or, with respect to the Administrative Agent (Letters of Credit listed on Schedule 3.4 attached hereto, upon the execution of this Agreement) and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to applied toward the Revolving Credit Commitment of each Lender when the Letters of Credit are issued (or, in with respect to those Letters of Credit listed on Schedule 3.4 attached hereto, upon the opinion execution of this Agreement). Each Lender unconditionally agrees that if LaSalle is not reimbursed by the Administrative Agent, Borrowers for the amount paid by it shall be impracticable to, convert on any amount drawn draft presented under a Letter of Credit on the date of such payment, then such Lender shall pay to a LaSalle its Pro Rata Share of such amount (regardless of whether the Revolving Loan pursuant to Credit Commitments of the preceding subsectionLenders have been terminated), and upon such payment such Lender shall automatically receive its Pro Rata Share in all of the Administrative Agent rights of LaSalle in respect of such draft (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have including the right to request that each Lender fund a participation in obtain reimbursement from the Borrowers for the amount of such draft, together with interest thereon as provided for herein). If any Lender fails to honor its obligation to reimburse LaSalle for such Lender's Pro Rata Share of the amount of any draft on the date such draft is paid, then (i) each of the other Lenders shall be liable for their respective pro rata shares of the payment due with to LaSalle from the defaulting Lender on the date notice of such failure is received by such other Lenders, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect to of such Letter of Creditdraft, except as otherwise provided below, and (iii) all amounts to which the Administrative Agent defaulting Lender would otherwise be entitled under the terms of this Agreement shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing))first be applied to reimbursing the Lenders for their respective shares of the defaulting Lenders' portion of the draft, together with interest thereon. Upon such notice, but without further action, reimbursement to the Issuing Lender hereby agrees Lenders pursuant to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage clause (iii) above of the principal amount due with amounts advanced by them in respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing defaulting Lender, such Lender’s ratable 's share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges draft and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata their own share of the amounts draft, together with interest thereon, the defaulting Lender shall be entitled to its participation in LaSalle's rights of recovery against the Borrowers in respect of the draft paid and not reimbursed on the Letters of Creditby LaSalle.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s 's Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s 's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s 's Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s 's pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) Nothing in this Agreement shall be unable construed to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert require or authorize any amount drawn under a Letter of Credit Bank to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such issue any Letter of Credit, it being recognized that the Agent has the sole obligation under this Agreement to issue Letters of Credit on behalf of the Banks, and the Administrative Agent shall promptly notify Revolving Credit Commitment of each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing))Bank with respect to Letter of Credit Advances is expressly conditioned upon the Agent's performance of such obligations. Upon such noticeissuance by the Agent, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to Bank shall automatically acquire from the Issuing Lender, an undivided a pro rata risk participation interest in the amount due with respect to such Letter of Credit in an Advance based on the amount equal to such Lender’s Commitment Percentage of its respective Revolving Credit Commitment. If the principal amount due with respect to such Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, the Agent shall provide notice thereof to each Bank on the date such draft or demand is honored unless the Company shall have satisfied its reimbursement obligation under Section 3.9 by payment to the Agent on such date. In consideration and in furtherance Each Bank, on such date, shall make its pro rata share of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt amount paid by the Agent available in immediately available funds at the principal office of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Issuing LenderAgent. If and to the extent such Bank shall not have made such pro rata portion available to the Agent, such Lender’s ratable share Bank and the Company severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such amount was paid by the Agent until such amount is so made available to the Agent at a per annum rate equal to the Federal Funds Rate. If such Bank shall pay such amount to the Agent together with such interest, such amount so paid shall constitute a Revolving Credit Loan by such Bank as part of the borrowing of Revolving Credit Loans disbursed in respect of the reimbursement obligation of the Company under Section 3.9 for purposes of this Agreement. The failure of any Bank to make its pro rata portion of any such amount due with respect paid by the Agent available to such Letter the Agent shall not relieve any other Bank of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter make available its pro rata portion of Credit that is drawn such amount, but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) no Bank shall be absolute and unconditional and shall not be affected by responsible for failure of any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each other Bank to make such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of portion available to the amounts paid and not reimbursed on the Letters of CreditAgent.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment Percentage). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, (in Dollars, except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency) in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Revolving Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Revolving Lender thereof (by facsimile or email (confirmed by telephone) , or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Revolving Lender, and each Revolving Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Commitment Percentage (with respect to the Revolving Credit Commitment) of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Revolving Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Revolving Lender’s Applicable Commitment PercentagePercentage (with respect to the Revolving Credit Commitment)). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(visubsection (vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Revolving Lender shall comply with its obligation under this Section 2.2(b)(visubsection (vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 2.6 hereof with respect to Revolving Loans. Each Revolving Lender is hereby authorized to record on its records such Revolving Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vii) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, or if the Administrative amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due (or the Dollar Equivalent with respect to a Letter of Credit in an Alternate Currency) with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such LenderLxxxxx’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such LenderLxxxxx’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such LenderLxxxxx’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(vi2.2(b)(v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi2.2(b)(v) by wire transfer of immediately available fundsfunds (in Dollars, in the Dollar Equivalent for amounts drawn in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such LenderLxxxxx’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lxxxxx agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Fronting Lender if the Issuing Fronting Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund purchase a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (, confirmed in writing)). Upon such notice, but without further action, the Issuing Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower Borrowers pursuant to this Section 2.2(b)(visubsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(visubsection (v) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.