Common use of Participation Clause in Contracts

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Pro Rata Share of such Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Revolving Credit Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is 4.4 are not then satisfied, and in the event the Issuing Bank and, if an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank If an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower (or if not the Company, the Company) shall not have repaid such amount to the Issuing Bank such Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank applicable Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Letter of Credit of such failure, and each Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage ’s Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Available Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Administrative Agent shall promptly pay for the first three Business Days after such amount Lender receives such notice, and thereafter at the floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Administrative Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Administrative Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank an Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which that has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage ’s Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) If any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Revolving Credit Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Credit Lender that received such distribution shall, upon demand by the Administrative Agent, contribute such Revolving Credit Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

Participation. The Company shall promptly give written notice to all other Eligible Holders upon receipt of a request for a Demand Registration pursuant to Section 2(a) above. Such other Eligible Holders may, by written notice to the Company and the Initiating Holder, within thirty (a30) Immediately upon issuance business days of the Company's notice, elect to join in a request for a Demand Registration pursuant to Section 2(a) above, with respect to any number of shares of Registrable Securities owned by such Eligible Holder. The Registrable Securities of the other Eligible Holders being offered in such Demand Registration shall be treated pari passu with the Registrable Securities being offered by the Issuing Bank Initiating Holder for all purposes including "underwriter's cutbacks" under subsection (e) of this Section and any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, such request by an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank Eligible Holder shall not be deemed to be treated as either a Facility Letter of Credit request by such Eligible Holder for purposes of a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 3.6 if the Issuing Bank 2. The Company shall have include in such Demand Registration such shares of Registrable Securities for which it has received written requests to register such shares within thirty (30) days after such written notice from has been given, provided that all the Registrable Securities for which the Initiating Holder and the other Eligible Holders have requested registration shall be covered by such registration statement before any Lender on other securities are included. In addition, the Company shall promptly give written notice to all eligible Holders upon receipt of a request for a demand registration by any Person (such Person, the "Initiating Person") pursuant to any other registration rights agreement with the Company (whether such other registration rights agreement is entered into before or before after the Business Day prior date hereof). Each Eligible Holder may, by written notice to the date of its issuance of such Letter of Credit that one or more Company, within thirty (30) business days of the conditions contained in Section 5.2 is not then satisfiedCompany's notice, and in the event the Issuing Bank receives such elect to request a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Demand Registration pursuant to Section 3.7 hereof2(a) above, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter any shares of Credit Registrable Securities owned by such Eligible Holder. The Registrable Securities of the Eligible Holders being offered in such Demand Registration shall be absolute, unconditional treated pari passu with the registrable securities being offered by the Initiating Person for all purposes including "underwriter's cutbacks" and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. The Company shall include in such demand registration such shares of Registrable Securities for which it has received written requests to comply with register such shares within thirty (30) days after such written notice has been given, provided that all the terms of this Agreement relating to Registrable Securities for which the issuance of such Facility Letter of Credit, Initiating Person and such payments the Eligible Holders have requested registration shall be made in accordance with the terms and conditions of this Agreement under all circumstancescovered by such registration statement before any other securities are included.

Participation. (a) Immediately upon issuance by the Issuing Bank of Any Lender may at any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banktime, without recoursethe consent of, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereofto, the Issuing Bank shall promptly notify Company or the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay sell participations to any Person (other than a natural person or the Administrative Agent for the account Company or any of the Issuing Bank the amount Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender's Percentage ’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Company, the Administrative Agent, the Lenders and the Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) in the case of any participation in respect of a Multicurrency Revolving Commitment or Multicurrency Revolving Loan which is denominated in Australian Dollars, such Participant is a person who qualifies under one of the unreimbursed amount categories listed in Section 10.04(b)(vii). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such paymentagreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.02 that affects such Participant. Subject to subsection (e) of this Section, the Company agrees that each Participant shall be entitled to the benefits of Sections 2.12 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 2.15. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Company, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Company and the Administrative Agent shall promptly pay such amount treat each person whose name is recorded in the Participant Register pursuant to the Issuing Bank. Lender's payments of its Percentage terms hereof as the owner of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure participation for all purposes of any Lender to make available this Agreement, notwithstanding notice to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereundercontrary. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. Borrower acknowledges that Lender may, at its option, sell participation interests in the Loan or to other participating banks or Lender may (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank but shall not be deemed obligated to) assign its interest in the Loan to its affiliates, or to other assignees (the "Assignee") to be included as a Facility Letter pool of Credit for purposes properties to be financed in a proposed Real Estate Mortgage Investment Conduit (REMIC). Borrower agrees with each present and future participant in the Loan or Assignee of this Section 3.6 the Loan that if the Issuing Bank an Event of Default should occur, each present and future participant or Assignee shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more all of the conditions contained in Section 5.2 is not then satisfiedrights and remedies of Lender with respect to any deposit due from Borrower. The execution by a participant of a participation agreement with Lender, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn execution by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions Borrower of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage , regardless of the undrawn portion order of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit execution, shall evidence an agreement between Borrower and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, said participant in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply accordance with the terms of this Agreement relating Section. If the Loan is assigned to the issuance Assignee, the Assignee will engage an underwriter (the "Underwriter"), who will be responsible for the due diligence, documentation, preparation and execution of certain documents required in connection with the offering of interests in the REMIC. Borrower agrees that Lender may, at its sole option and without notice to or consent of Borrower, assign its interest in the Loan to the Assignee for inclusion in the REMIC and, in such event, Borrower agrees to provide the Assignee with such information as may be reasonably required by the Underwriter in connection therewith or by an investor in any securities backed in whole or in part by the Loan or any rating agency rating such securities. Borrower irrevocably waives any and all right it may have under applicable law to prohibit such disclosure, including, but not limited to, any right of privacy, and consents to the disclosure of such Facility Letter of Creditinformation to the Underwriter, to potential investors in the REMIC, and to such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesrating agencies.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed Subject to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement, Lender hereby sells and agrees to sell and Participant hereby purchases and agrees to purchase (a "Participation") an undivided 50% interest in the Shared Committed Amount (as defined below) (subject to adjustment in accordance with Section 3 below, the "Participation Percentage"), which amount is equal to an undivided 41.18% interest in the entire Line of Credit. For purposes of this Agreement, the "Participation Loan" shall mean the Shared Committed Amount under the Line of Credit (including any amounts outstanding on the date hereof and any Shared Committed Advances (as defined below) made hereafter), together with any Future Advances (as defined in Section 3) in which each of Lender and Participant from time to time acquire and hold an interest pursuant to Section 3, and the "Loan Documents" shall mean all documents, agreements and instruments executed in connection with the Participation Loan, including, without limitation, the Line of Credit Loan Documents. The parties acknowledge and agree that the original committed principal lending limit under the Line of Credit in which Participant purchased a 50% participation interest, and in which Participant continues to hold a 50% participation interest, is $17,500,000.00 (the "Shared Committed Amount"). The interest of Participant under this Agreement shall include but not be limited to (a) participation in (i) the currently outstanding amounts up to the Shared Committed Amount under the Line of Credit, including the right to receive payments of principal and interest payable under the Line of Credit Note, and (ii) participation in any advances made under the Line of Credit up to the Shared Committed Amount thereunder ("Shared Committed Advances"), and (b) the right to (i) receive a pro rata portion of the commitment fee paid and payable by Borrowers with respect to the Shared Committed Amount, (ii) purchase, at its option, interests in Future Advances pursuant to Section 3, (iii) receive the proceeds received upon the disposition of the Collateral, and (iv) the benefits and burdens arising from the Loan Documents as each of the Loan Documents are amended by Lender (either individually or collectively) subsequent to the date hereof in accordance with the terms of this Agreement, all circumstancesfor the pro rata account and risk of Participant to the extent of its Participation Percentage in the Participation Loan. Participant's right to receive its Participation Percentage in the interest, however, shall be limited to interest which accrues and is paid on or after the date Participant pays Lender for its Participation in the Participation Loan. This Agreement constitutes a nonrecourse sale of a Participation equal to the Participation Percentage and shall not be construed as a loan by Participant to Lender or as a sale of securities by Lender to Participant or as creating any other relationship.

Participation. 16.1 Subject to the applicable laws and regulations, at the time the first Plan of Development is approved by GOI, CONTRACTOR shall have obligation to offer a ten percent (a10%) Immediately upon issuance Participating Interest under this CONTRACT (hereinafter called “10% Participating Interests”) by registered letter to LGOC to be informed by SKK MIGAS, in the Issuing Bank period on *** after receipt of any Facility Letter the registered letter from SKK MIGAS regarding the LGOC appointment. 16.2 LGOC shall advise its interest and competency by registered letter to CONTRACTOR within 60 (sixty) days after receipt of Credit offer letter from CONTRACTOR. If LGOC is not interested in accordance with such offer or no notification specifying its interest in such offer is given within *** after the procedures set forth date of the offer, the 10% Participating Interest offer from CONTRACTOR to LGOC shall be deemed terminated. 16.3 Within *** after receipt of LGOC interest on the offer of 10% Participating Interest, LGOC may conduct due diligence and access the data related to the Contract Area and this CONTRACT. 16.4 No later than the latest day of the *** of due diligence, LGOC shall advise CONTRACTOR of its decision whether it is interested or not interested in Section 3.4the 10% Participating Interests offer. If LGOC does not give its interest and competency of the offer as notified by registered letter to CONTRACTOR or no notification specifying its interest and competency in such offer is given within the period of such *** 10% Participating Interest offer from CONTRACTOR to LGOC shall be deemed terminated. 16.5 In the event of acceptance by LGOC of CONTRACTOR’s offer, each Lender the LGOC, shall be deemed to have irrevocably acquired the 10% Participating Interest after Minister approval through SKK MIGAS and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender come into effect on or before the Business Day prior to the date of its issuance such approval. 16.6 In the case of such Letter 10% Participating Interest as specified in this Section XVI is not held by LGOC, the LGOC may appoint the LGOC Subsidiary provided that the appointment of Credit that one which shall comply to the applicable laws and regulations. 16.7 In relation to the offer to SOC shall comply to the applicable laws and regulations. 16.8 During the CONTRACT period, SOC, LGOC or more LGOC Subsidiary shall not sell, assign, transfer, convey or otherwise dispose of all or any part of the conditions contained in Section 5.2 is not then satisfied, and in 10% Participating Interests and/or the event LGOC’s or LGOC Subsidiary’s shareholders are restricted to transfer the Issuing Bank receives such a notice it shall have no further obligation shares to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower party. 16.9 SKK MIGAS shall be reduced notified in writing by such Lender's Percentage CONTRACTOR with regard to all process of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit 10% Participating Interests offer referred to in this Section XVI. l6.10 Cooperation scheme between CONTRACTOR and the Borrower SOC, LGOC, or LGOC Subsidiary shall not have repaid such amount refers to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, applicable laws and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the regulations. The amount of such Lender's Percentage of the unreimbursed amount of such payment, rights and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absoluteSOC, unconditional and irrevocableLGOC, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesLGOC Subsidiary is calculated proportionally.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4this Article IIA, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Subsidiary Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 2A.5 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. A Lender's ’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's ’s Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or any Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by Except for the Issuing Bank Initial Dividend as to which the Holders shall have no right, the Holders shall, as holders of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4Preferred Stock, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal entitled to such Lender's Percentage in dividends paid and distributions made to the holders of Common Stock to the same extent as if such Facility Letter of Credit Holders had converted the Preferred Shares into Common Stock (without regard to any limitations on conversion, including, without limitation, all obligations of the Borrower with respect theretoMaximum Percentage (as defined in Section 9(i), if applicable) and all related had held such shares of Common Stock on the record date for such dividends and distributions. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of Common Stock. Following the occurrence of a Liquidation Event and the payment in full to a Holder of its applicable liquidation preference, other than as set forth in Section 11, such Holder shall cease to have any rights hereunder and under to participate in any future dividends or distributions made to the Guaranty and other Loan Documents; provided that a Letter holders of Credit issued by Common Stock. Subject to any voting or consent rights contained herein, except for the Issuing Bank Initial Dividend, the Company shall not be deemed declare or pay any dividends on any other shares of Capital Stock whether such Capital Stock is Pari Passu Stock or junior (such stock being referred to be hereinafter collectively as "Junior Stock") unless the holders of Preferred Shares then outstanding shall simultaneously receive a Facility Letter of Credit for purposes of this Section 3.6 dividend on a pro rata basis as if the Issuing Bank shall have received written notice from any Lender on or before the Business Day Preferred Shares had been converted into shares of Common Stock pursuant to Section 2 immediately prior to the record date of its issuance of for determining the stockholders eligible to receive such Letter of Credit dividends. Notwithstanding the foregoing, to the extent that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation Holder's right to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank participate in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required dividend or distribution pursuant to this Section 3.6(b14 would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to participate in such dividend or distribution to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such dividend or distribution (and beneficial ownership) to such extent) and the portion of such dividend or distribution shall be deemed held in abeyance for such Holder until such time or times as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be granted such rights (and any rights under this Section 14 on such initial rights or on any subsequent such rights to be a Defaulting Lender hereunder. (cheld similarly in abeyance) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to same extent as if there had been no such Lender's Percentage thereoflimitation. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the applicable Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Facility Letter of Credit issued by the such Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the such Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the such Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the such Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Revolving Lender's ’s obligation to make further Revolving Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the such Issuing Bank in any subsequent letters of credit issued by the such Issuing Bank on behalf of the Borrower shall be reduced by such Lender's ’s Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereof, the such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of each LC Disbursement made by such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Revolving Lender to make available to the Administrative Agent for the account of the any Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the such Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the any Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the any Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-set off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's ’s obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's ’s Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's ’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's ’s Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.1, (ii) a prospectus supplement to an effective shelf registration statement, other than a Registration Statement contemplated by Section 2.1, and Holders may be included without the filing of a post-effective amendment thereto that requires Seller to request acceleration of the same from the SEC, or (iii) a registration statement, other than a shelf registration statement, in any case, for the sale of Preferred Stock or Common Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by Seller to prepare the documents to be used in connection with an Underwritten Offering, Seller shall give written notice of such proposed Underwritten Offering to each Holder holding outstanding Registrable Securities and such notice shall offer such Holder the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Seller has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing (other than by reason of the notice periods set forth herein) or distribution of the Preferred Stock or Common Stock in the Underwritten Offering, then (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank Seller shall not be deemed required to offer such opportunity to the Holders, in which case Seller shall provide the Holders written advisement of their exclusion (which notice need not include any explanation of the reasons for the exclusion) from the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering, or (b) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be a Facility Letter offered for the accounts of Credit Holders shall be determined based on the provisions of Section 2.2(b), in which case Seller shall provide the Holders written advisement of their reduced participation (which notice need not include any explanation of the reasons for purposes the reduced participation) in the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering. Any notice required to be provided in this Section 3.6 if 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by the Issuing Bank Holder (provided that the failure of the Holder to confirm receipt shall not affect the validity or timing of delivery of such notice). Each such Holder shall have received two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after written notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any Lender on time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Seller shall determine for any reason not to undertake or before to delay such Underwritten Offering, Seller may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Seller of such withdrawal at least one Business Day prior to the date time of its issuance pricing of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstandingUnderwritten Offering. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. The Company shall promptly give written notice to all other Eligible Holders upon receipt of a request for a Demand Registration pursuant to Section 2(a) above. Such other Eligible Holders may, by written notice to the Company and the Initiating Holder, within thirty (a30) Immediately upon issuance business days of the Company's notice, elect to join in a request for a Demand Registration pursuant to Section 2(a) above, with respect to any number of shares of Registrable Securities owned by such Eligible Holder. The Registrable Securities of the other Eligible Holders being offered in such Demand Registration shall be treated pari passu with the Registrable Securities being offered by the Issuing Bank Initiating Holder for all purposes including "underwriter's cutbacks" under subsection (e) of this Section and any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, such request by an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank Eligible Holder shall not be deemed to be treated as either a Facility Letter of Credit request by such Eligible Holder for purposes of a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 3.6 if the Issuing Bank 2. The Company shall have include in such Demand Registration such shares of Registrable Securities for which it has received written requests to register such shares within thirty (30) days after such written notice from has been given, provided that all the Registrable Securities for which the Initiating Holder and the other Eligible Holders have requested registration shall be covered by such registration statement before any Lender on other securities are included. In addition, the Company shall promptly give written notice to all eligible Holders upon receipt of a request for a demand registration by any Person (such Person, the "Initiating Person") pursuant to any other registration rights agreement with the Company (whether such other registration rights agreement is entered into before or before after the Business Day prior date hereof). Each Eligible Holder may, by written notice to the date of its issuance of such Letter of Credit that one or more Company, within thirty (30) business days of the conditions contained in Section 5.2 is not then satisfiedCompany's notice, and in the event the Issuing Bank receives such elect to request a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Demand Registration pursuant to Section 3.7 hereof2(a) above, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter any shares of Credit Registrable Securities owned by such Eligible Holder. The Registrable Securities of the Eligible Holders being offered in such Demand Registration shall be absolutetreated pari passu with the registrable securities being offered by the Initiating Person (unless such Initiating Person is a holder of Series B Preferred Stock, unconditional Warrants issued to Industrial Works Holding Co., LLC, or Common Stock obtained on exercise or conversion thereof, in which case the securities proposed to be registered by such Initiating Person should be given priority) for all purposes including "underwriter's cutbacks" and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. The Company shall include in such demand registration such shares of Registrable Securities for which it has received written requests to comply with register such shares within thirty (30) days after such written notice has been given, provided that all the terms of this Agreement relating to Registrable Securities for which the issuance of such Facility Letter of Credit, Initiating Person and such payments the Eligible Holders have requested registration shall be made in accordance with the terms and conditions of this Agreement under all circumstancescovered by such registration statement before any other securities are included.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4SECTION 2A.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided PROVIDED that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 SECTION 2A.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 SECTION 2A.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in issue any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion pro rata share of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 SECTION 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the any Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(bSECTION 2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank shall furnish to such the Administrative Agent or such Lender copies of any Facility Letter of Credit to which the that Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or such Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, Credit and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon the issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.22.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to ratably (in the proportion of such Lender's Percentage ’s Pro Rata Share) in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (thereto other than any payments amounts owing to such Lender is required to make Issuer under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstandingSection 2.15). (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to such Issuer on or before the Issuing Bank pursuant to Section 3.7 hereofdate of such payment by such Issuer, the Issuing Bank such Issuer shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Lender. Upon receipt of such failurenotice, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Lender’s Pro Rata Share of such payment in same day funds, and the Agent shall promptly pay such amount, and any other amounts received by the Agent for such Issuer’s account pursuant to this Section 2.22.6, to such Issuer. If the Agent so notifies such Lender prior to noon New York City time on any Business Day, such Lender shall make available to the Agent for the account of such Issuer such Lender’s ratable share of the amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made its ratable share of the amount of such payment available to the Agent for the account of the Issuing Bank Issuer, such Lender agrees to pay to the amount of such Lender's Percentage Agent for the account of the unreimbursed amount of Issuer forthwith on demand such paymentamount, and together with interest thereon, for each day from the Administrative Agent shall promptly pay date such payment was first due until the date such amount is paid to the Issuing Bank. Lender's payments Agent for the account of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Notethe Issuer, at the Federal Funds Effective Rate. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount an Issuer such Lender’s ratable share of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Issuer its Percentage of the unreimbursed amount ratable share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever If any draft is paid under any Facility Letter of Credit, the Borrower shall reimburse the Issuing Bank Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 12:00 Noon, Charlotte, North Carolina time, on (i) the Business Day immediately following the day that the Borrower receives a payment notice of such draft, if such notice is received on account of a Reimbursement Obligationsuch day prior to 10:00 A.M. New York City time, including any interest thereonor (ii) if clause (i) above does not apply, the Issuing Bank second Business Day following the day that the Borrower receives such notice. Each such payment shall promptly pay be made to the Administrative Agent Issuing Lender at its address for notices referred to herein in Dollars and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date when such payment is required as set forth above, an amount equal to such Lender's Percentage thereofSection 2.07(a) and (y) thereafter, Section 2.07(d). (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank each Issuer shall furnish to such Administrative the requesting Agent or Lender copies of any Facility Letter of Credit or Reimbursement Agreement to which the Issuing Bank such Issuer is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderparty. (e) The obligations of a Lender the Lenders to make payments to the Administrative Agent for the account of the Issuing Bank an Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Issuer, the Agent, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Agent or an Issuer to make any reports required pursuant to Section 2.22.8; or (vi) the occurrence of any Default or Event of Default. (f) For purposes of determining the unused portion of the Aggregate Commitment and the unused portion of a Lender’s Commitment under Sections 2.02.1 and 2.09(b), the Aggregate Commitment shall be deemed used to the extent of the aggregate undrawn face amount of the outstanding Facility Letters of Credit and the Lender’s Commitment shall be deemed used to the extent of such Lender’s Pro Rata Share of the aggregate undrawn face amount of the outstanding Facility Letters of Credit.

Participation. (ai) Upon the Closing Date, each of the Lenders shall be deemed to have irrevocably and unconditionally purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation equal to its Pro Rata Share of the Existing Letters of Credit (including, without limitation, all rights and obligations of the Issuer with respect thereto) and any security therefor or guaranty pertaining thereto. Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, 2.18(c) each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Pro Rata Share of such Facility Letter of Credit (including, without limitation, all rights and obligations of the Borrower Issuer with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided any security therefor or guaranty pertaining thereto, provided, that a Letter of Credit issued by the Issuing Bank any Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 Agreement if the Issuing Bank Administrative Agent and such Issuer shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 Sections 5.01 and 5.02 is not then satisfied, and in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank Issuer receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (bii) In the event that the Issuing Bank any Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank such Issuer pursuant to Section 3.7 hereof2.18(d), the Issuing Bank such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Lender Lender, of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage ’s Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (ciii) Whenever the Issuing Bank an Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage its Pro Rata Share thereof. (div) Upon the request of the Administrative Agent or any Lender, the Issuing Bank an Issuer shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank that Issuer is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (ev) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank an Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all any circumstances. (vi) In the event any payment by the Borrower received by an Issuer with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from that Issuer in connection with any such distribution, such Lender shall, upon demand by that Issuer, contribute such Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by that Issuer upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Facility Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Revolving Lender's ’s obligation to make further Revolving Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of the Borrower shall be reduced by such Lender's ’s Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to each LC Disbursement made by the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Revolving Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such the Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-set off, qualification or exception whatsoever other than a failure of any such the Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. 16.1 PERTAMINA shall have the right to demand from CONTRACTOR that a ten percent (a10%) Immediately upon issuance undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Issuing Bank Indonesian Participant of any Facility Letter of Credit in accordance with CONTRACTOR's offer, the procedures set forth in Section 3.4, each Lender Indonesian Participant shall be deemed to have irrevocably and unconditionally purchased and received from acquired the Issuing Bank, without recourse, representation or warranty, an undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and participation obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to such Lender's Percentage in such Facility Letter of Credit ten percent (including, without limitation, all obligations 10%) of the Borrower with respect thereto) sum of Operating Costs which CONTRACTOR has incurred for and all related rights hereunder and under on behalf of its activities in the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior Contract Area up to the date of its issuance of such Letter of Credit that one or more CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the conditions contained compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section 5.2 is not then satisfiedVII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make manner indicated under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstandingclauses 16.7ol and 16.7.2. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit or Modification in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 3.11 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's ’s obligation to make further Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in issue any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion ’s pro rata share of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (dc) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the that Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (ed) The obligations of a Lender to make payments to the Administrative Agent for the account of the each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, Credit and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. If at any time Copano proposes to file (ai) Immediately upon issuance by a prospectus supplement to an effective “shelf” registration statement, or (ii) a registration statement, other than a “shelf” registration statement, in either case, for the Issuing Bank sale of any Facility Letter of Credit Common Units in accordance with the procedures set forth in Section 3.4an Underwritten Offering for its own account and/or another Person, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit then as soon as practicable but not less than three (including, without limitation, all obligations of the Borrower with respect thereto3) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day Days prior to the date filing of its issuance (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement as the case may be, then, Copano shall give notice of such Letter proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Credit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that one or more if Copano has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the conditions contained in Holders will adversely affect the price, timing or distribution of the Common Units, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 5.2 is not 2.02(b). Each Holder shall then satisfied, and have three (3) Business Days after receipt the notice to request inclusion of Registrable Securities in the event Underwritten Offering, except that each Holder shall have one (1) Business Day after receipt of the Issuing Bank receives notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction”. If no request for inclusion from a Holder is received within the specified time, such a notice it Holder shall have no further obligation right to issue participate in such Underwritten Offering. If, at any Facility Letter time after giving written notice of Credit until its intention to undertake an Underwritten Offering and prior to the closing of such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation Underwritten Offering, Copano shall determine for any reason not to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) undertake or to purchase an interest from delay such Underwritten Offering, Copano may, at its election, give written notice of such determination to the Issuing Bank Selling Holders and, (x) in any subsequent letters the case of credit issued by the Issuing Bank on behalf of Borrower a determination not to undertake such Underwritten Offering, shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender relieved of its obligation hereunder to make available sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to the Administrative Agent delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the account same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date Selling Holder’s Registrable Securities in such payment is offering by giving written notice to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance Copano of such Facility Letter withdrawal up to and including the time of Credit, and pricing such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesoffering.

Participation. (a) Immediately upon the Closing Date (in the case of the Existing Letters of Credit), and immediately upon issuance after the Closing Date by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.23.4, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to ratably (in the proportion of such Revolving Credit Lender's Percentage ’s Revolving Credit Pro Rata Share) in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (thereto other than any payments amounts owing to such Lender is required to make Issuer under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstandingSection 2.15). (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to such Issuer on or before the Issuing Bank pursuant to Section 3.7 hereofdate of such payment by such Issuer, the Issuing Bank such Issuer shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Revolving Credit Lender. Upon receipt of such failurenotice, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Revolving Credit Lender’s Revolving Credit Pro Rata Share of such payment in same day funds, and the Agent shall promptly pay such amount, and any other amounts received by the Agent for such Issuer’s account pursuant to this Section 2.23.6, to such Issuer. If the Agent so notifies such Revolving Credit Lender prior to 11:00 A.M. (Chicago time) on any Business Day, such Revolving Credit Lender shall make available to the Agent for the account of such Issuer such Revolving Credit Lender’s ratable share of the amount of such payment on such Business Day in same day funds. If and to the extent such Revolving Credit Lender shall not have so made its ratable share of the amount of such payment available to the Agent for the account of the Issuing Bank Issuer, such Revolving Credit Lender agrees to pay to the amount of such Lender's Percentage Agent for the account of the unreimbursed amount of Issuer forthwith on demand such paymentamount, and together with interest thereon, for each day from the Administrative Agent shall promptly pay date such payment was first due until the date such amount is paid to the Issuing Bank. Lender's payments Agent for the account of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Notethe Issuer, at the Federal Funds Rate. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount an Issuer such Revolving Credit Lender’s ratable share of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Issuer its Percentage of the unreimbursed amount ratable share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Issuing Bank receives Revolving Credit Lenders to an Issuer in reimbursement of amounts paid by it under a payment on account Facility Letter of Credit (as well as the Issuer’s ratable share, as Lender, of any amount that is drawn under a Reimbursement ObligationFacility Letter of Credit and not reimbursed by the Borrower) shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Revolving Credit Loans hereunder (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.01.1(e)). Such Revolving Credit Loans shall promptly pay be ABR Loans, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereofBorrower’s rights under this Article II. (d) Upon the request of the Administrative Agent or any Revolving Credit Lender, the Issuing Bank each Issuer shall furnish to such Administrative the requesting Agent or Revolving Credit Lender copies of any Facility Letter of Credit or Reimbursement Agreement to which the Issuing Bank such Issuer is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderparty. (e) The obligations of a Lender the Revolving Credit Lenders to make payments to the Administrative Agent for the account of the Issuing Bank an Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Issuer, the Agent, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Agent or an Issuer to make any reports required pursuant to Section 2.23.8; or (vi) the occurrence of any Default or Event of Default. (f) For purposes of determining the unused portion of the Aggregate Revolving Credit Commitment and the unused portion of a Revolving Credit Lender’s Revolving Credit Commitment under Sections 2.02.1 and 2.09(b), the Aggregate Revolving Credit Commitment shall be deemed used to the extent of the aggregate undrawn face amount of the outstanding Facility Letters of Credit and the Revolving Credit Lender’s Revolving Credit Commitment shall be deemed used to the extent of such Revolving Credit Lender’s Revolving Credit Pro Rata Share of the aggregate undrawn face amount of the outstanding Facility Letters of Credit.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.19.3, (i) with respect to each U.S. Facility Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's its Funding Commitment Percentage in such U.S. Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and any security therefor or guaranty pertaining thereto and (ii) with respect to each Multicurrency Facility Letter of Credit, each Designated Multicurrency Lender with respect to the Borrower for the account of which such Multicurrency Facility Letter of Credit is issued shall be deemed to have irrevocably and unconditionally purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation equal to its Multicurrency Commitment Percentage in such Multicurrency Facility Letter of Credit (including, without limitation, all related rights hereunder and under obligations of the Guaranty and other Loan Documentsapplicable Borrower with respect thereto), any security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for 35 42 purposes of this Section 3.6 2.19 if the Issuing Bank such Issuer shall have received written notice from any Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is Sections 4.1, 4.2 or 4.3 are not then satisfied, and and, in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.19.4, the Issuing Bank Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Letter of Credit of such failure, and each Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Funding Commitment Percentage or Multicurrency Commitment Percentage, as the case may be, of the unreimbursed amount of any such payment. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer, any amounts due to such Issuer pursuant to this Section 2.19.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, payable (i) on demand, (ii) by setoff against any payments made to such Issuer for the account of such Lender or (iii) by payment to such Issuer by the Administrative Agent shall promptly pay such amount of amounts otherwise payable to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Notethis Agreement. The failure of any Lender to make available to the Administrative Agent for its Funding Commitment Percentage or Multicurrency Commitment Percentage, as the account of the Issuing Bank its Percentage case may be, of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for its Funding Commitment Percentage or Multicurrency Commitment Percentage, as the account of such Issuing Bank its Percentage case may be, of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Funding Commitment Percentage or Multicurrency Commitment Percentage, as the case may be, of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Funding Commitment Percentage or Multicurrency Commitment Percentage, as the case may be, thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Agent, contribute such Lender's Funding Commitment Percentage or Multicurrency Commitment Percentage, as the case may be, of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the Issuing Bank Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage its Pro Rata Share in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.3.6 if the Issuing Bank Issuer shall have received written notice from any Lender on or before 10:00 a.m. (Chicago time) on the Business Day prior to the date of its issuance Issuance Date of such Letter of Credit that one or more of the conditions contained in Section 5.2 4.2 is not then satisfied, and and, in the event the Issuing Bank Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that such Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been satisfied or has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.3.5, the Issuing Bank shall promptly notify the Administrative Agent, which Issuer shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent Issuer for the Issuer's account of the Issuing Bank the amount of such Lender's Percentage Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank Issuer its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Issuer its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent Issuer its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to account of each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to each such Lender's Percentage Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.. Nothing contained in this Section 2.3.6

Participation.  (a) Immediately upon issuance At any time either concurrently with or subsequent to the execution and delivery of this Agreement, ZB, N.A. dba NATIONAL BANK OF ARIZONA and its successors (“NBA”) may assign to one or more banks or other financial institutions (such banks and other financial institutions together with their permitted successors and assigns, each, an “Assignee”) all or portions of its rights and obligations as a lender under this Agreement and the other Loan Documents, provided, however, that (i) each such assignment shall be of a constant, not a varying, percentage of such rights and obligations under this Agreement and the other Loan Documents, (ii) the parties to each such assignment shall execute and deliver to NBA, for its acceptance, such assignment documents (which shall include, without limitation, an assumption of NBA's obligations hereunder to the extent of such assignment) as NBA may require, (iii) Borrower shall execute and deliver (A) such replacement promissory notes as NBA may require to evidence such assignment and the respective portions of the Loan held by NBA and each Assignee and (B) such other documents as NBA may reasonably require in connection with such assignment; and (iv), such assignments shall be subject to the Issuing Bank Borrower's approval which shall not be unreasonably withheld or delayed, provided that Borrower shall not have a right to approve the Assignee or the assignment if (A) an Event of Default has occurred and is continuing, or (B) the Borrowing Term has expired, or (C) the Assignee is an Eligible Assignee. If any Facility Letter such approval is not withheld in writing with a statement of Credit in accordance with the procedures set forth in Section 3.4reasons therefor within ten (10) days after NBA gives notice of such an assignment, each Lender such approval shall be deemed given. Upon such assignment and assumption, (i) to the extent of the interest assigned the (A) Assignee shall have irrevocably the rights and unconditionally purchased obligations of a lender under the Loan Documents and received from (B) the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit assignor (including, without limitation, all NBA) shall be relieved of such obligations and (ii) the obligations of NBA and Assignee to fund Advances shall be several in accordance with the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more portion of the conditions contained in Section 5.2 is not then satisfiedLoan held by each, and not joint. Notwithstanding the foregoing sentence, in the event the Issuing Bank receives Assignee is an Eligible Assignee and also an Affiliate of NBA, NBA shall not be relieved of its obligations under the Loan Documents, and the obligations of NBA and such Affiliate to fund Advances shall be joint and not several obligations. NBA and each Assignee may also transfer interests by way of participation; provided, in the case of the transfer of such a notice it participation interest, (i) such selling party's obligations to the Borrower under this Agreement and the Loan Documents shall have no further obligation remain unchanged; (ii) such selling party shall remain solely responsible to issue any Facility Letter the other parties hereto for the performance of Credit until such notice is withdrawn by that Lender or obligations; and (iii) parties to this Agreement and the Issuing Bank receives a notice from Loan Documents shall continue to deal solely and directly with such selling party in connection with such selling party's rights and obligations under this Agreement and the Administrative Agent that Loan Documents. In order to facilitate such condition has been effectively waived in accordance with assignments and participations, the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall execute such further documents, instruments or agreements as Lender may reasonably require; provided, however, that Borrower shall not be reduced by responsible for any costs or expenses incurred in connection with any such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding.assignment or participation.  (b) In Upon any assignment of less than all of NBA's interest in the event that Loan, (i) NBA will continue to act as administrative agent on behalf of all of lenders and (ii) NBA and each Assignee may enter into such co-lending or other agreements with all of the Issuing Bank makes any payment Assignees establishing (among other things) procedures for administration and enforcement of the Loan, voting on various matters, the terms under any Facility Letter of Credit which NBA will act as administrative agent (and if applicable, collateral agent), the Borrower shall not have repaid such amount terms and conditions governing further assignments and participations by Assignee (if and to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failureextent further assignments are permitted by NBA), and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account enforcement of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such paymentLoan Documents; provided, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal however, that under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of no circumstances will any such payment shall not relieve agreements between NBA and any other Lender of its obligation hereunder to make available to Assignee alter, amend, change or result in the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be madealteration, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent amendment or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject change to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under Agreement, without Borrower's prior written consent. So long as NBA is acting as administrative agent, Borrower shall only be required and permitted to provide notices to and seek consents and approvals through NBA and Borrower shall not communicate directly with the Assignees, unless expressly approved by NBA. (c) Without limiting the other provisions of this Section, from and after each assignment permitted pursuant to this Section (other than assignments by NBA of its entire interest in the Loan): (i) all circumstancesgrants of collateral security (including, without limitation, each deed of trust, mortgage, security agreement, assignment of rents and leases, and other assignments for security in the Loan Documents shall be deemed made to NBA in its capacity as administrative agent for the pro rata benefit of NBA and the Assignees as lenders; (ii) all obligations and liabilities of Borrower and pursuant to the Loan Documents shall be deemed to inure to the pro rata benefit of NBA and the Assignees as lenders; and (iii) all indemnity and reimbursement obligations of Borrower shall be in 80 favor of NBA and Assignees in accordance with their pro rata interests and in the case of indemnities shall include all named indemnified parties of NBA and Assignee (for example an indemnity in favor of a party and its officers, directors, agents, and employees shall be for the benefit of the officers, directors, agents, and employees of each of NBA and the Assignee); provided that any obligation of the Borrower to reimburse for out of pocket costs and expenses of any party shall be deemed to refer to the party incurring such costs and expenses. (d) As used herein, “Eligible Assignee” means (i) NBA or any of its Affiliates or (ii) any other bank or financial institution that has assets of at least $5,000,000,000; provided that the identity of the Eligible Assignee (in the case of clause (ii)) shall be subject to prior written approval of Borrower which will not be unreasonably withheld or delayed. 

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.15.3, (i) with respect to each U.S. Facility Letter of Credit and Pro Rata Foreign Currency Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to its Pro Rata Share of such Lender's Percentage U.S. Facility Letter of Credit and Pro Rata Foreign Currency Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and any security therefor or guaranty pertaining thereto and (ii) with respect to each Non-Pro Rata Foreign Currency Facility Letter of Credit, each Non-Pro Rata Lender with respect to the Borrower for the account of which such Non-Pro Rata Foreign Currency Facility Letter of Credit is issued shall be deemed to have irrevocably and unconditionally purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation equal to its Pro Rata Share in such Non-Pro Rata Foreign Currency Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents), any security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is Sections 4.1 or 4.2 are not then satisfied, and and, in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Letter of Credit of such failure, and each Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage ’s Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Agreed Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Administrative Agent shall promptly pay for the first three Business Days after such amount Lender receives such notice, and thereafter at the floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Administrative Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Administrative Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage ’s Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the Issuing Bank Lender of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42A.4, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankLender, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided that a Facility Letter of Credit issued by the Issuing Bank Lender shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2A.6 if the Issuing Bank Lender shall have received written notice from any Lender the Administrative Agent on or before the Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 2A.2 is not then satisfied, and in the event the Issuing Bank Lender receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank Lender receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Revolving Lender's ’s obligation to make further Revolving Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in issue any subsequent letters Letters of credit issued by the Issuing Bank Credit on behalf of Borrower shall be reduced by such Lender's ’s Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank Lender makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Lender pursuant to Section 3.7 2A.7 hereof, the Issuing Bank Lender shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank Lender the amount of such Lender's ’s Percentage of each LC Disbursement made by such Issuing Lender in Dollars and not reimbursed by the unreimbursed amount relevant Borrower on the date due as provided in paragraph (e) of such paymentthis Section, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments or of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed any reimbursement payment required to be a Loan by refunded to such Lender and shall constitute outstanding principal under such Lender's NoteBorrower for any reason. The failure of any Revolving Lender to make available to the Administrative Agent for the account of the any Issuing Bank Lender its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Lender its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Lender receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank Lender shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank Lender shall furnish to such the Administrative Agent or such Lender copies of any Facility Letter of Credit to which the that Issuing Bank Lender is party and such other documentation as may reasonably be requested by the Administrative Agent or such Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the each Issuing Bank Lender with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank Lender to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, Credit and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon the Effective Date (in the case of the Facility Letters of Credit outstanding on the Effective Date) and immediately upon issuance after the Effective Date by the an Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.413.04, each Lender Bank shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal ratably (in the proportion of such Bank's Commitment to such Lender's Percentage the Aggregate Commitments) in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by the than amounts owing to such Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this under Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding2.15). (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by such Issuing Bank, the such Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Bank. Upon receipt of such failurenotice, and each Lender Bank shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank the amount of such Bank's ratable share (in the proportion of such Bank's Commitment to the Aggregate Commitments) of such payment in same day funds, and the Agent shall promptly pay such amount, and any other amounts received by the Agent for such Issuing Bank's account pursuant to this Section 13.06(b), to such Issuing Bank. If the Agent so notifies such Bank prior to 11:00 A.M. (Chicago time) on any Business Day, such Bank shall make available to the Agent for the account of such Issuing Bank such Bank's ratable share of the amount of such payment on such Business Day in same day funds. If and to the extent such Bank shall not have so made its ratable share of the amount of such payment available to the Agent for the account of the Issuing Bank, such Bank agrees to pay to the Agent for the account of the Issuing Bank forthwith on demand such amount, together with interest thereon, for each day from the amount of date such Lender's Percentage of payment was first due until the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay date such amount is paid to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank, at the Federal Funds Rate. The failure of any Bank its Percentage to make available to the Agent for the account of the unreimbursed amount an Issuing Bank such Bank's ratable share of any such payment shall not relieve any other Lender Bank of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount ratable share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Banks to an Issuing Bank receives in reimbursement of amounts paid by it under a payment on account Facility Letter of a Reimbursement ObligationCredit shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Loans hereunder (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.01(c)). Such Loans shall promptly pay be ABR Loans, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such LenderBorrower's Percentage thereofrights under Article II hereof. (d) Upon the request of the Administrative Agent or any LenderBank, the each Issuing Bank shall furnish to such Administrative the requesting Agent or Lender Bank copies of any Facility Letter of Credit or Reimbursement Agreement to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderparty. (e) The obligations of a Lender the Banks to make payments to the Administrative Agent for the account of the an Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances, including, without limitation, the following: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Issuing Bank, the Agent, any Bank, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Agent or an Issuing Bank to make any reports required pursuant to Section 13.08; or (vi) the occurrence of any Default or Event of Default. (f) For purposes of determining the unused portion of the Aggregate Commitments and the unused portion of a Bank's Commitment under Sections 2.02 and 2.09(b), the Aggregate Commitments shall be deemed used to the extent of the aggregate undrawn face amount of the outstanding Facility Letters of Credit and the Bank's Commitment shall be deemed used to the extent of such Bank's ratable share (in the proportion of such Bank's Commitment to the Aggregate Commitments) of the aggregate undrawn face amount of the outstanding Facility Letters of Credit.

Participation. (a) Immediately upon issuance by the Issuing Bank Lender of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42A.4, each Domestic Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankLender, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under any security therefor or guaranty pertaining thereto (using the Guaranty and other Loan DocumentsDollar Equivalent thereof in the case of any Alternative Currency Letters of Credit); provided that a Facility Letter of Credit issued by the Issuing Bank Lender shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2A.6 if the Issuing Bank Lender shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 2A.2 is not then satisfied, and in the event the Issuing Bank Lender receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank Lender receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Domestic Revolving Lender's ’s obligation to make further Domestic Revolving Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in issue any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's ’s Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank Lender makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Lender pursuant to Section 3.7 2A.7 hereof, the Issuing Bank Lender shall promptly notify the Administrative Agent, which shall promptly notify each Domestic Revolving Lender of such failure, and each Domestic Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank Lender the amount of such Lender's ’s Percentage of (i) each LC Disbursement made by such Issuing Lender in Dollars and (ii) the unreimbursed amount Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Lender in an Alternative Currency and, in each case, not reimbursed by the relevant Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to such Borrower for any reason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Noterefund). The failure of any Domestic Revolving Lender to make available to the Administrative Agent for the account of the any Issuing Bank Lender its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Lender its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Lender receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank Lender shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank Lender shall furnish to such the Administrative Agent or such Lender copies of any Facility Letter of Credit to which the that Issuing Bank Lender is party and such other documentation as may reasonably be requested by the Administrative Agent or such Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the each Issuing Bank Lender with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank Lender to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, Credit and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit or Modification in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 3.11 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's ’s obligation to make further Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in issue any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion ’s pro rata share of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (dc) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the that Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (ed) The obligations of a Lender to make payments to the Administrative Agent for the account of the each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-offsetoff, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, Credit and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. A Lender may at any time sell to one or more other persons (a“Participants”) Immediately upon issuance by participating interests in all or any part of the Issuing Bank Credit Facility. In the event of any such sale by a Lender of a participating interest to a Participant, such L▇▇▇▇▇’s obligations under this agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to be obligated to such Lender in connection with such L▇▇▇▇▇’s rights under this agreement. No Participant, unless such Participant is an affiliate of such Lender, or is itself a Lender, shall be entitled to require such Lender to take or refrain from taking any action hereunder or under any other Credit Facility Letter Document, except that such Lender may agree with any Participant that such Lender will not, without such Participant’s consent, take any actions of Credit the type described in accordance with section 12.2(2)(c) or (d). The Borrower agrees that, if amounts outstanding under this agreement are due and unpaid, or shall have been declared to be or shall have become due and payable further to the procedures set forth in Section 3.4occurrence of an Event of Default, each Lender Participant that was disclosed to the Borrower at the time of creation of the relevant participation shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bankright of setoff, without recourseif any, representation or warranty, an undivided in respect of its participating interests in amounts owing under this agreement to the same extent as if the amount of its participating interest and participation equal were owing directly to it as such Lender's Percentage in such Facility Letter Lender under this agreement. The Borrower also agrees that each Participant shall be entitled to the benefits of Credit (including, without limitation, all obligations of the Borrower section 9.5 with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsto its participation hereunder; provided that no Participant shall be entitled to receive any greater amount pursuant to such section, nor shall the Borrower as a Letter result thereof be required to pay any greater amount, than such Lender would have been entitled to receive, or the Borrower would have been required to pay, in respect of Credit issued the amount of the participation transferred by such Lender to such Participant had no such transfer occurred. Unless an Event of Default has occurred and is continuing, the Issuing Bank sale of participating interests by a Lender hereunder shall be subject to the prior written consent of the Borrower, which consent shall not be deemed to be a Facility Letter of Credit for unreasonably withheld. For the purposes of this Section 3.6 if agreement, the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower term “participation” shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereofinclude any transaction or security commonly known as a credit default swap, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent credit-linked note or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lendersimilar credit derivative instrument. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. 9.13.1 Nothing herein provided shall prevent any Bank or any Lender Group (or any member thereof) from selling a participation in one or more of its Commitments (and Loans made thereunder); provided that (a) Immediately upon issuance no Bank or Lender Group may sell a participation in its Commitments (including Loans) prior to the earlier of (i) March 31, 2002 and (ii) the date on which the Lead Arrangers and Borrower notify the Banks and Lender Groups otherwise, (b) no such sale of a participation shall alter such Bank's, such Lender Group's (or such Lender Group Member's) or Borrower's obligations hereunder, and (c) any agreement pursuant to which any Bank or any Lender Group (or any member thereof) may grant a participation in its rights with respect to its Commitments shall provide that, with respect to such Commitments, subject to the following proviso, such Bank or such Lender Group (or such Lender Group Member) shall retain the sole right and responsibility to exercise the rights of such Bank or such Lender Group, and enforce the obligations of Borrower relating to such Commitments, including the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document and the right to take action to have the Obligations (or any portion thereof) declared due and payable pursuant to Article 7; provided, however, that such agreement may provide that the participant may have the right to approve or disapprove decreases in Commitments, interest rates or fees, lengthening of maturity of any Loans, extension of the payment date for any amount due under Article 2 hereof or release of any material Collateral. No recipient of a participation in any Commitments or Loans of any Bank or any Lender Group (or any Lender Group Member) shall have any rights under this Agreement or shall be entitled to any reimbursement for Taxes, Other Taxes, increased costs or reserve requirements under Section 2.5 or 2.7 or any other indemnity or payment rights against Borrower (but shall be permitted to receive from the Bank or the Lender Group (or the Lender Group Member) granting such participation a proportionate amount which would have been payable to the Bank or the Lender Group (or the Lender Group Member) from whom such Person acquired its participation). 9.13.2 Notwithstanding anything to the contrary contained herein, any Bank (a "Granting Bank") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Issuing Granting Bank to Administrative Agent and Borrower, the option to provide to Borrower all or any part of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall Loan that such Granting Bank would otherwise be deemed obligated to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal make to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentspursuant to this Agreement; provided that (i) nothing herein shall constitute a Letter commitment by any SPC to make any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of Credit issued by such Loan, the Issuing Granting Bank shall not be deemed obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitments of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be a Facility Letter liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank). In furtherance of Credit for purposes the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.13.2, any SPC may (i) with notice to, but without the prior written consent of, Borrower and Administrative Agent and without paying any processing fee therefor, assign all or a portion of its issuance of such Letter of Credit that one or more of the conditions contained interests in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) the Granting Bank or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued financial institutions (consented to by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay ) providing liquidity and/or credit support to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent or for the account of such Issuing Bank SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Percentage Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This section may not be amended without the prior written consent of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunderSPC. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.15.3, (i) with respect to each U.S. Facility Letter of Credit, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to its Pro Rata Share of such Lender's Percentage in such U.S. Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and any security therefor or guaranty pertaining thereto and (ii) with respect to each Multicurrency Facility Letter of Credit, each Euro Lender with respect to the Borrower for the account of which such Multicurrency Facility Letter of Credit is issued shall be deemed to have irrevocably and unconditionally purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation equal to its Pro Rata Share in such Multicurrency Facility Letter of Credit (including, without limitation, all related rights hereunder and under obligations of the Guaranty and other Loan Documentsapplicable Borrower with respect thereto), any security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Revolving Credit Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is Sections 4.1 or 4.2 are not then satisfied, and and, in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Revolving Credit Lender participating in such Letter of Credit of such failure, and each Revolving Credit Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Revolving Credit Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Available Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Agent for the first three Business Days after such Lender receives such notice, and thereafter at the Administrative Agent shall promptly pay such amount floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Revolving Credit Lender which that has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by a Borrower received by the Agent with respect to a Facility Letter of Credit and distributed by the Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Credit Lender that received such distribution shall, upon demand by the Agent, contribute such Lender's Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Agent upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.15.3, (i) with respect to each U.S. Facility Letter of Credit and Pro Rata Foreign Currency Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to its Pro Rata Share of such Lender's Percentage U.S. Facility Letter of Credit and Pro Rata Foreign Currency Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and any security therefor or guaranty pertaining thereto and (ii) with respect to each Non-Pro Rata Foreign Currency Facility Letter of Credit, each Non-Pro Rata Lender with respect to the Borrower for the account of which such Non-Pro Rata Foreign Currency Facility Letter of Credit is issued shall be deemed to have irrevocably and unconditionally purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation equal to its Pro Rata Share in such Non-Pro Rata Foreign Currency Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents), any security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is Sections 4.1 or 4.2 are not then satisfied, and and, in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Letter of Credit of such failure, and each Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Agreed Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Agent for the first three Business Days after such Lender receives such notice, and thereafter at the Administrative Agent shall promptly pay such amount floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by a Borrower received by the Agent with respect to a Facility Letter of Credit and distributed by the Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Agent, contribute such Lender's Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Agent upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the Issuing Any Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bankmay, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations the consent of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed Borrower, at any time sell to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more Persons (each a "Participant") participating interests in any Revolving Loan owing to such Bank (or, in the case of the conditions contained in Section 5.2 is not then satisfiedSwing Bank, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue Swing Loan), any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced Note held by such Lender's Percentage Bank, any Commitment of the undrawn portion such Bank hereunder or any other interest of each Facility Letter of Credit outstanding. (b) such Bank hereunder. In the event that of any such sale by a Bank of a participating interest to a Participant, such Bank's obligations under this Agreement shall remain unchanged, such Bank shall remain solely responsible for the Issuing performance thereof, such Bank makes shall remain the holder of any payment such Note for all purposes under any Facility Letter of Credit this Agreement, and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay continue to deal solely and directly with such amount Bank in connection with such Bank's rights and obligations under this Agreement. In no event shall a Bank that sells a participation be obligated to the Issuing Bank. Lender's payments Participant to take or refrain from taking any action hereunder except that such Bank may agree that it will not (except as provided below), without the consent of its Percentage the Participant, agree to (i) an extension of any date fixed for the payment of principal of or interest on the related Revolving Loan or Revolving Loans or Swing Loan or Swing Loans, (ii) the change of the amounts of any principal of, or the decrease of any interest or fees due on any date fixed for the payment thereof with respect to the related Revolving Loan or Revolving Loans or Swing Loan or Swing Loans, (iii) the change of the principal or the related Revolving Loan or Revolving Loans or Swing Loan or Swing Loans, (iv) any decrease in the rate at which either interest is payable thereon or (if the Participant is entitled to any part thereof), a commitment fee is payable hereunder from the rate at which the Participant is entitled to receive interest or a commitment fee (as the case may be) in respect of such Reimbursement Obligation participation, (v) the release or substitution of all or any substantial part of the collateral (if any) held as aforesaid shall be deemed to be a Loan by such Lender security for the Revolving Loans and shall constitute outstanding principal under such Lender's Note. The failure Swing Loans, or (vi) the release of any Lender Guarantee given to make available to the Administrative Agent for the account support payment of the Issuing Revolving Loans and Swing Loans. Each Bank its Percentage of the unreimbursed amount of selling a participating interest in any such payment shall not relieve any Revolving Loan, Swing Loan, Note, Commitment or other Lender of its obligation hereunder to make available to the Administrative Agent for the account interest under this Agreement shall, within ten (10) Domestic Business Days of such Issuing Bank its Percentage of sale, provide the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent Borrower and the Administrative Agent shall promptly pay to each Lender which with written notification stating that such sale has funded its participating occurred and identifying the Participant and the interest thereinpurchased by such Participant. Except as otherwise expressly provided in Article 8, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any LenderAgent, the Issuing Bank Banks and the Borrower agree that each Participant shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments entitled to the Administrative Agent for the account benefits of the Issuing Bank Article 8 with respect to a Facility Letter of Credit shall be absoluteits participation in Revolving Loans and Swing Loans outstanding from time to time, unconditional and irrevocable, not subject but only to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any the extent that such Issuing Bank which sold the relevant participation would have been entitled thereto pursuant to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesAgreement.

Participation. (a) Immediately upon issuance by the Issuing Bank Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.2.3, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, Issuer (without recourse, representation recourse or warranty, warranty to the Issuer) an undivided interest and participation equal to such Lender's Percentage its Pro Rata Share in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Facility Letter of Credit issued by the Issuing Bank Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.2.5 if the Issuing Bank Issuer shall have received written notice from any Lender on or before the one Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 4.2 is not then satisfied, and and, in the event the Issuing Bank Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.2.4, the Issuing Bank shall promptly notify the Administrative Agent, which Issuer shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank Issuer the amount of such Lender's Percentage Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount . If any Lender fails to make available to the Issuing Bank. Lender's Issuer, any amounts due to the Issuer pursuant to this Section 2.2.5(b), the Issuer shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Alternate Base Rate, payable (i) on demand, (ii) by setoff against any payments of its Percentage made to the Issuer for the account of such Reimbursement Obligation as aforesaid shall be deemed Lender or (iii) by payment to be a Loan the Issuer by the Agent of amounts otherwise payable to such Lender and shall constitute outstanding principal under such Lender's Notethis Agreement. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, it shall pay, on the Issuing Bank shall promptly pay to same Business Day the Administrative Agent payment is received if received before noon (Chicago time) and on the Administrative Agent shall promptly pay next Business Day if received after noon (Chicago time), to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by the Borrower or any Subsidiary received by the Issuer with respect to a Facility Letter of Credit and distributed to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Issuer or the Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Agent or the Issuer, contribute such Lender's Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Agent or the Issuer upon the amount required to be repaid by it.

Participation. (ai) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, 2.15(c) each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Pro Rata Share of such Facility Letter of Credit (including, without limitation, all rights and obligations of the Borrower Issuer with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided PROVIDED, that a Letter of Credit issued by the Issuing Bank any Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 Agreement if the Issuing Bank Agent and such Issuer shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 Sections 5.01 and 5.02 is not then satisfied, and and, in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank it receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (bii) In the event that the Issuing Bank any Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank such Issuer pursuant to Section 3.7 hereof2.15(d), the Issuing Bank such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Lender Lender, of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (ciii) Whenever the Issuing Bank an Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage Pro Rata Share thereof. (div) Upon the request of the Administrative Agent or any Lender, the Issuing Bank an Issuer shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank that Issuer is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (ev) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank an Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (vi) In the event any payment by the Borrower received by an Issuer with respect to a Facility Letter of Credit and distributed by the Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from that Issuer in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by that Issuer, contribute such Lender's Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by that Issuer upon the amount required to be repaid by it.

Participation. (a) Immediately upon Upon issuance by the Issuing Bank of any Facility a Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bankpurchased, without recourse, representation or warranty, an undivided interest and a risk participation equal to such Lender's Percentage from the L/C Issuer in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more and the obligations arising thereunder, in each case in an amount equal to its Pro Rata Share of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives obligations under such a notice it shall have no further obligation to issue any Facility Letter of Credit until and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the L/C Issuer therefor and discharge when due, its Pro Rata Share of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each such Lender’s participation in any Letter of Credit, to the extent that the L/C Issuer has not been reimbursed as required hereunder or under any such Letter of Credit, the L/C Issuer will promptly notify the Lenders of the amount of any unreimbursed drawing and each such Lender shall promptly pay to the Agent for the account of the L/C Issuer in Dollars and in immediately available funds, the amount of such Lender’s Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the day such notice is withdrawn received by that such Lender or the Issuing Bank receives a notice from the Administrative L/C Issuer if such notice is received at or before 1:00 p.m. (New York, New York time) otherwise such payment shall be made at or before 12:00 noon (New York, New York time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the L/C Issuer in full upon such request, such Lender shall, on demand, pay to the Agent for the account of the L/C Issuer interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the L/C Issuer in full at a rate per annum equal to, if paid within 2 Business Days of the date that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or payments of such amount pursuant to purchase an interest from the Issuing Bank in any subsequent letters preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the Base Rate. The obligation of credit issued by each Lender to so reimburse the Issuing Bank on behalf of Borrower L/C Issuer shall be reduced absolute and unconditional, shall not be affected by such Lender's Percentage any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the undrawn portion obligations of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, hereunder and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by made without any offset, abatement, withholding or reduction whatsoever. Any such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer under any other Letter of Credit, together with interest as hereinafter provided. Simultaneously with the making of each such payment by a Lender of its obligation hereunder to make available to the Administrative Agent for L/C Issuer, such Lender shall, automatically and without any further action on the account of such Issuing Bank its Percentage part of the unreimbursed amount of any payment on the date L/C Issuer or such payment is to be madeLender, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be acquire a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, participation in immediately available funds, an amount equal to such Lender's Percentage thereof. payment (dexcluding the portion of such payment constituting interest owing to the L/C Issuer) Upon in the request related unreimbursed drawing portion of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which Obligation and in the Issuing Bank is party interest thereon and such other documentation as may reasonably be requested by in the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility related Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of CreditDocuments, and such payments shall be made in accordance have a claim against the Borrower with the terms and conditions of this Agreement under all circumstancesrespect thereto.

Participation. (a) Immediately Each Bank, 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, shall be deemed to have purchased without recourse a risk participation from the applicable Issuing Bank in such Letter of Credit and the obligations arising thereunder, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely and unconditionally assume, and be obligated to pay to the Issuing Bank therefor and discharge when due, its pro rata share of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Bank's participation in any Letter of Credit, to the extent that the Issuing Bank has not been reimbursed as required hereunder or under any such Letter of Credit, each such Bank shall pay to the Issuing Bank its pro rata share of such unreimbursed drawing in same day funds on the day of notification by the Issuing Bank of any Facility Letter an unreimbursed drawing pursuant to the provisions of Credit in accordance with subsection (d) hereof. The obligation of each Bank to so reimburse the procedures set forth in Section 3.4, each Lender Issuing Bank shall be deemed to have irrevocably absolute and unconditionally purchased unconditional and received from shall not be affected by the Issuing Bank, without recourse, representation or warrantyoccurrence of a Default, an undivided interest and participation equal to Event of Default or any other occurrence or event. Any such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank under any Letter of Credit, together with respect thereto) and all related rights hereunder and interest as hereinafter provided. The Borrower agrees, to the fullest extent it may effectively do so under the Guaranty and other Loan Documents; provided applicable law, that each Bank which holds a participation in a Letter of Credit issued by the Issuing Bank shall not be deemed may exercise rights of set-off or counterclaim and other rights with respect to be such participation as fully as if such holder of a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more participation were a direct creditor of the conditions contained Borrower in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunderparticipation. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (ai) Upon the Closing Date, each of the Facility A Lenders shall be deemed to have irrevocably and unconditionally purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation equal to its Facility A Pro Rata Share of the Existing Letters of Credit (including, without limitation, all rights and obligations of the Issuer with respect thereto) and any security therefor or guaranty pertaining thereto. Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, 2.21(c) each Facility A Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Facility A Pro Rata Share of such Facility Letter of Credit (including, without limitation, all rights and obligations of the Borrower Issuer with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided any security therefor or guaranty pertaining thereto, provided, that a Letter of Credit issued by the Issuing Bank any Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 Agreement if the Issuing Bank Administrative Agent and such Issuer shall have received written notice from any Facility A Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 Sections 5.01 and 5.02 is not then satisfied, and in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Facility A Lender or the Issuing Bank Issuer receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (bii) In the event that the Issuing Bank any Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank such Issuer pursuant to Section 3.7 hereof2.21(d), the Issuing Bank such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Lender Facility A Lender, of such failure, and each Facility A Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Facility A Lender's Percentage ’s Facility A Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Facility A Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Facility A Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Facility A Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Facility A Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Facility A Lender shall be responsible for the failure of any other Facility A Lender to make available to the Administrative Agent its Percentage Facility A Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (ciii) Whenever the Issuing Bank an Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Facility A Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage its Facility A Pro Rata Share thereof. (div) Upon the request of the Administrative Agent or any Facility A Lender, the Issuing Bank an Issuer shall furnish to such Administrative Agent or Facility A Lender copies of any Facility Letter of Credit to which the Issuing Bank that Issuer is party and such other documentation as may reasonably be requested by the Administrative Agent or Facility A Lender. (ev) The obligations of a Facility A Lender to make payments to the Administrative Agent for the account of the Issuing Bank an Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all any circumstances. (vi) In the event any payment by the Borrower received by an Issuer with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Facility A Lenders on account of their participations is thereafter set aside, avoided or recovered from that Issuer in connection with any such distribution, such Facility A Lender shall, upon demand by that Issuer, contribute such Facility A Lender’s Facility A Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by that Issuer upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit or Modification in accordance with the procedures set forth in Section 3.4, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Revolving Credit Lender's ’s Revolving Credit Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 3.11 if the Issuing Bank shall have received written notice from any Revolving Credit Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Revolving Credit Lender's ’s obligation to make further Loans Revolving Credit to the Borrower (other than any payments such Revolving Credit Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in issue any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Revolving Credit Lender's Percentage of the undrawn portion ’s pro rata share of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Revolving Credit Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Revolving Credit Lender's ’s Revolving Credit Percentage thereof. (dc) Upon the request of the Administrative Agent or any Revolving Credit Lender, the an Issuing Bank shall furnish to such Administrative Agent or Revolving Credit Lender copies of any Facility Letter of Credit to which the that Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Revolving Credit Lender. (ed) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of the each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-offsetoff, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, Credit and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon Upon issuance by the Issuing Bank of any Facility a Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Lender with a Revolving Loan Commitment shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bankpurchased, without recourse, representation or warrantya risk participation from the L/C Issuer in such Letter of Credit and the obligations arising thereunder, in each case in an undivided interest and participation amount equal to its Pro Rata Share of the obligations under such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations based on the respective Revolving Commitment Shares of the Borrower with respect theretoLenders) and all related rights hereunder shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the L/C Issuer therefor and discharge when due, its Pro Rata Share of the obligations arising under the Guaranty and other Loan Documents; provided that a such Letter of Credit issued by Credit. Without limiting the Issuing Bank shall not be deemed to be a Facility scope and nature of each such Lender's participation in any Letter of Credit Credit, to the extent that the L/C Issuer has not been reimbursed as required hereunder or under any such Letter of Credit, the L/C Issuer will promptly notify the applicable Lenders of the amount of any unreimbursed drawing and each such Lender shall promptly pay to the Agent for purposes the account of this Section 3.6 the L/C Issuer in Dollars and in immediately available funds, the amount of such Lender's Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer if the Issuing Bank shall have such notice is received written notice from any Lender on at or before 1:00 p.m. (New York, New York time) otherwise such payment shall be made at or before 12:00 noon (New York, New York time) on the Business Day prior next succeeding the day such notice is received. If such Lender does not pay such amount to the L/C Issuer in full upon such request, such Lender shall, on demand, pay to the Agent for the account of the L/C Issuer interest on the unpaid amount during the period from the date of its issuance of such Letter of Credit that one or more drawing until such Lender pays such amount to the L/C Issuer in full at a rate per annum equal to, if paid within two (2) Business Days of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by date that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or payments of such amount pursuant to purchase an interest from the Issuing Bank in any subsequent letters preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the Base Rate. The obligation of credit issued by each Lender with a Revolving Commitment to so reimburse the Issuing Bank on behalf of Borrower L/C Issuer shall be reduced absolute and unconditional, shall not be affected by such Lender's Percentage any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the undrawn portion obligations of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, hereunder and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by made without any offset, abatement, withholding or reduction whatsoever. Any such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer under any other Letter of Credit, together with interest as hereinafter provided. Simultaneously with the making of each such payment by a Lender of its obligation hereunder to make available to the Administrative Agent for L/C Issuer, such Lender shall, automatically and without any further action on the account of such Issuing Bank its Percentage part of the unreimbursed amount of any payment on the date L/C Issuer or such payment is to be madeLender, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be acquire a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, participation in immediately available funds, an amount equal to such Lender's Percentage thereof. payment (dexcluding the portion of such payment constituting interest owing to the L/C Issuer) Upon in the request related unreimbursed drawing portion of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which Obligation and in the Issuing Bank is party interest thereon and such other documentation as may reasonably be requested by in the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility related Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of CreditDocuments, and such payments shall be made in accordance have a claim against the Borrower with the terms and conditions of this Agreement under all circumstancesrespect thereto.

Participation. (a) Immediately upon issuance by the an Issuing Bank of any Facility Letter of Credit in accordance with Section 4.4 (and, in the procedures set forth in Section 3.4case of the Existing Letters of Credit, on the Amendment and Restatement Effective Date), each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage participation, in the amount of its Revolving Credit Ratable Share of, such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by the than amounts owing to such Issuing Bank shall not be deemed to be a Facility Letter under Section 3.2 or 4.7(b)). (b) Upon receipt from the beneficiary of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until of any notice of a drawing under such notice is withdrawn by that Lender or Facility Letter of Credit, the applicable Issuing Bank receives a notice from shall exercise commercially reasonable efforts to promptly notify the Borrower and the Administrative Agent that thereof and the date required for payment of such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments drawing under such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) Credit. In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit, the Borrower shall unconditionally upon notice thereof reimburse the Issuing Bank therefor, whether through a Revolving Credit and Advance hereunder or otherwise, such reimbursement by the Borrower to be made (i) on the same Business Day as payment by such Issuing Bank if notice thereof has been received by the Borrower on or before 11:00 a.m. (New York time) on such day or (ii) if notice thereof is received by the Borrower after 11:00 a.m. (New York time) on the date of payment, on the next Business Day after payment by such Issuing Bank. If the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by such Issuing Bank, the such Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Revolving Credit Lender. Upon receipt of such failurenotice, and each Revolving Credit Lender severally agrees that it shall promptly and unconditionally pay to the Administrative Agent (in same day funds) for the account of the such Issuing Bank the amount of such Revolving Credit Lender's Percentage ’s Revolving Credit Ratable Share of the unreimbursed amount of payments so made by such paymentIssuing Bank, and the Administrative Agent shall promptly pay such amount amount, and any other amounts received by the Administrative Agent for such Issuing Bank’s account pursuant to the this Section 4.6(b), to such Issuing Bank. Lender's payments of its Percentage If the Administrative Agent so notifies such Revolving Credit Lender prior to 11:00 a.m. (New York time) on any Business Day, such Revolving Credit Lender shall make available to the Administrative Agent for the account of such Reimbursement Obligation as aforesaid Issuing Bank such Revolving Credit Lender’s Revolving Credit Ratable Share of the amount of such payment on such Business Day in same day funds. If and to the extent such Revolving Credit Lender shall be deemed not have so made its Revolving Credit Ratable Share of the amount of such payment available to be a Loan by the Administrative Agent for the account of such Issuing Bank, such Revolving Credit Lender and shall constitute outstanding principal under agrees to pay to the Administrative Agent for the account of such Lender's NoteIssuing Bank forthwith on demand such amount, together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank, at the Federal Funds Effective Rate. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the such Issuing Bank its Percentage of the unreimbursed amount such Revolving Credit Lender’s Revolving Credit Ratable Share of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount Revolving Credit Ratable Share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Revolving Credit Lenders to an Issuing Bank receives in reimbursement of amounts paid by it under a payment on account Facility Letter of a Reimbursement ObligationCredit shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Revolving Credit Advances hereunder and such payments shall for all purposes be treated as Revolving Credit Advances (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.5). Such Revolving Credit Advances shall promptly pay be ABR Advances, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereofBorrower’s rights under Article II hereof. (d) Upon the request of the Administrative Agent or any Revolving Credit Lender, the an Issuing Bank shall furnish to such the requesting Administrative Agent or Revolving Credit Lender copies of any Facility Letter of Credit or Application to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderparty. (e) The obligations of a Lender the Revolving Credit Lenders to make payments to the Administrative Agent for the account of the an Issuing Bank with respect to a Facility Letter of Credit and the Borrower’s reimbursement obligations in respect of Facility Letters of Credit hereunder shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances, including, without limitation, the following: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), such Issuing Bank, the Administrative Agent, any Revolving Credit Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any other Loan Party and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Administrative Agent or an Issuing Bank to make any reports required pursuant to Section 4.8; or (vi) the occurrence of any Default or Unmatured Default. (f) The Borrower’s reimbursement obligations in respect of Facility Letters of Credit hereunder shall continue until all Facility Letters of Credit of such Issuing Bank have expired (regardless of whether (i) such Facility Letter of Credit has been cash collateralized in accordance with Section 4.10 or (ii) the Revolving Credit Facility Termination Date has occurred). (g) Each Revolving Credit Lender’s obligations under clause (a) above to purchase an undivided interest and participation in any Facility Letter of Credit, and its reimbursement obligations in respect of any Facility Letter of Credit under clause (b) above, shall in each case terminate (i) if an Unmatured Default or Default resulting from the Borrower’s failure to provide cash collateralization (or to provide other alternatives to cash collateralization acceptable to the applicable Issuing Bank) in accordance with Section 4.10 hereof shall have occurred and be continuing, upon the stated maturity date of such Facility Letter of Credit or (ii) so long as no Unmatured Default or Default resulting from the Borrower’s failure to provide cash collateralization (or to provide other alternatives to cash collateralization acceptable to the applicable Issuing Bank) in accordance with Section 4.10 hereof shall have occurred and be continuing, upon the earlier of (w) the stated maturity date of such Facility Letter of Credit, (x) the Revolving Credit Facility Termination Date, (y) in the case of a Facility Letter of Credit that is issued by an Issuing Bank that is a Revolving Credit Declining Lender, a Defaulting Lender, a Non-Consenting Lender or an Affected Lender, the replacement or termination, as applicable, of such Issuing Bank’s Revolving Credit Commitment pursuant to Sections 2.20, 2.21 or 2.22 hereof, as applicable and (z) prior to the Revolving Credit Facility Termination Date, the replacement or termination of a Revolving Credit Lender’s Revolving Credit Commitment pursuant to the terms hereof; provided that, in the case of this clause (z), immediately upon the termination of the Revolving Credit Commitment of such Revolving Credit Lender (such Revolving Credit Lender, an “Exiting Revolving Credit Lender”), each other Revolving Credit Lender (including any Additional Lender or Replacement Lender) shall be deemed to have irrevocably and unconditionally purchased and received from such Exiting Revolving Credit Lender, without recourse or warranty, a portion of each such Exiting Revolving Credit Lender’s undivided interest and participation in all outstanding Facility Letters of Credit (in the proportion of the Revolving Credit Ratable Shares of such purchasing Lenders determined immediately following the termination of the Revolving Credit Commitment of such Exiting Revolving Credit Lender) such that, upon such purchase, each Revolving Credit Lender holds an undivided interest and participation in all outstanding Facility Letters of Credit in the amount of its then Revolving Credit Ratable Share thereof.

Participation. (ai) Upon the Closing Date, each of the Facility A Lenders shall be deemed to have irrevocably and unconditionally purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation equal to its Facility A Pro Rata Share of the Existing Letters of Credit (including, without limitation, all rights and obligations of the Issuer with respect thereto) and any security therefor or guaranty pertaining thereto. Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, 2.2l(c) each Facility A Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Facility A Pro Rata Share of such Facility Letter of Credit (including, without limitation, all rights and obligations of the Borrower Issuer with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided any security therefor or guaranty pertaining thereto, provided, that a Letter of Credit issued by the Issuing Bank any Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 Agreement if the Issuing Bank Administrative Agent and such Issuer shall have received written notice from any Facility A Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 Sections 5.01 and 5.02 is not then satisfied, and in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Facility A Lender or the Issuing Bank Issuer receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (bii) In the event that the Issuing Bank any Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank such Issuer pursuant to Section 3.7 hereof2.2l(d), the Issuing Bank such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Lender Facility A Lender, of such failure, and each Facility A Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Facility A Lender's Percentage ’s Facility A Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Facility A Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Facility A Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Facility A Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Facility A Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Facility A Lender shall be responsible for the failure of any other Facility A Lender to make available to the Administrative Agent its Percentage Facility A Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder.Table of Contents (ciii) Whenever the Issuing Bank an Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Facility A Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage its Facility A Pro Rata Share thereof. (div) Upon the request of the Administrative Agent or any Facility A Lender, the Issuing Bank an Issuer shall furnish to such Administrative Agent or Facility A Lender copies of any Facility Letter of Credit to which the Issuing Bank that Issuer is party and such other documentation as may reasonably be requested by the Administrative Agent or Facility A Lender. (ev) The obligations of a Facility A Lender to make payments to the Administrative Agent for the account of the Issuing Bank an Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all any circumstances. (vi) In the event any payment by the Borrower received by an Issuer with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Facility A Lenders on account of their participations is thereafter set aside, avoided or recovered from that Issuer in connection with any such distribution, such Facility A Lender shall, upon demand by that Issuer, contribute such Facility A Lender’s Facility A Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by that Issuer upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the Issuing Bank Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.24.4, each UK Lender, each Canada Lender or each US Lender, as applicable, shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's its Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.24.6 if the Issuing Bank Issuer shall have received written notice from any Lender on or before the Business Day prior 10:00 a.m. Chicago time, 12:00 p.m. Toronto time or 10:00 a.m. London time (as applicable to the date of its issuance applicable Facility) on the Issuance Date of such Letter of Credit that one or more of the conditions contained in Section 5.2 4.2 is not then satisfied, and and, in the event the Issuing Bank Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that such Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been satisfied or has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.24.5, the Issuing Bank shall promptly notify the Administrative Agent, which Issuer shall promptly notify each UK Lender, Canada Lender or US Lender, as applicable, of such failure, and each such Lender shall promptly and unconditionally pay to the Administrative Agent Issuer for the Issuer’s account of the Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of any such payment (which payment, and in the Administrative Agent shall promptly pay such case of a Facility Letter of Credit in U.S. Dollars under the Canada Facility, may be made in Canadian Dollars in an amount to determined using the Issuing Bank. Lender's payments Canadian Dollar Equivalent of its Percentage the amount paid by the Issuer, calculated by the Issuer as of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan the date of payment by such Lender and shall constitute outstanding principal under such Lender's Note). The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank Issuer its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Issuer its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent Issuer its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to account of each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to each such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. Nothing contained in this Section 2.24.6(d) shall impair or adversely affect any claim any Lender may have against the Issuer or any other Lender with respect to any gross negligence or willful misconduct of the Issuer or such other Lender in respect of any Facility Letter of Credit.

Participation. (a) Immediately upon issuance by LC Issuer irrevocably agrees to grant and hereby grants to each Lender, and to induce LC Issuer to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from LC Issuer, on the Issuing Bank terms and conditions hereinafter stated and for such ▇▇▇▇▇▇’s own account and risk, an undivided interest equal to such ▇▇▇▇▇▇’s Percentage Share of any Facility LC Issuer’s obligations and rights under each Letter of Credit issued hereunder and the amount of each Matured LC Obligation paid by LC Issuer thereunder. Each Lender unconditionally and irrevocably agrees that, if a Matured LC Obligation is paid under any Letter of Credit for which an LC Issuer is not reimbursed in full by Borrowers in accordance with the procedures set forth in Section 3.4terms of this Agreement and the related LC Application (including any reimbursement by means of concurrent Revolving Loans or by the application of LC Collateral), each such Lender shall be deemed (in all circumstances and without set-off or counterclaim) pay to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender for the benefit of LC Issuer, on demand, in immediately available funds, such Lender’s Percentage Share of such failureMatured LC Obligation (or any portion thereof which has not been reimbursed by Borrowers), and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of which such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid amounts shall be deemed to be a Revolving Loan by such Lender advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 2.2(b) or Article VI) and shall constitute outstanding principal under such bear interest at the then applicable rate to Revolving Loans. Each Lender's Note. The failure of any Lender ’s obligation to make available to the pay Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, subsection is irrevocable and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesunconditional.

Participation. (a) Immediately Each Lender, with respect to the Existing Letters of Credit, hereby purchases a Participation Interest in such Existing Letters of Credit, and with respect to the Letters of Credit issued on or after the Closing Date, upon issuance by the Issuing Bank of any Facility a Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse a Participation Interest from the applicable Issuing BankLender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, without recourse, representation or warranty, in each case in an undivided interest and participation amount equal to its pro rata share of the obligations under such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations based on the respective Commitment Percentages of the Borrower with respect theretoLenders) and all related rights hereunder shall absolutely, unconditionally and under the Guaranty irrevocably assume and other Loan Documents; provided that a Letter of Credit issued by be obligated to pay to the Issuing Bank shall not be deemed to be a Facility Letter Lender and discharge when due, its pro rata share of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of obligations arising under such Letter of Credit that one or more of Credit. Notwithstanding the conditions contained preceding sentence, in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Lender issues a Letter of Credit hereunder when the officers of the Issuing Lender directly involved with the credit facilities available to the Borrowers under this Credit Agreement have actual knowledge that a monetary Event of Default or material Event of Default (which, for the avoidance of doubt shall include any violation of any provisions of Section 7.11) has occurred and is continuing, the Borrower Lenders shall have the option but not have repaid such amount the obligation to pay to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account their pro rata share of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal obligations arising under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which as contemplated herein. Without limiting the Issuing Bank is party scope and such other documentation as may reasonably be requested by the Administrative Agent or nature of each Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to 's Participation Interest in any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such payments Letter of Credit, each such Lender shall pay to the Issuing Lender its pro rata share of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) below. The obligation of each Lender to so reimburse the Issuing Lender shall be made in accordance absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrowers to reimburse the Issuing Lender under any Letter of Credit, together with the terms and conditions of this Agreement under all circumstancesinterest as hereinafter provided.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Pro Rata Share of such Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Revolving Credit Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is 4.4 are not then satisfied, and in the event the Issuing Bank and, if an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank If an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower (or if not the Company, the Company) shall not have repaid such amount to the Issuing Bank such Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank applicable Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Letter of Credit of such failure, and each Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage ’s Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Available Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Administrative Agent shall promptly pay for the first three Business Days after such amount Lender receives such notice, and thereafter at the floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Administrative Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Administrative Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank an Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which that has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage ’s Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) If any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Revolving Credit Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Credit Lender that received such distribution shall, upon demand by the Administrative Agent, contribute such Revolving Credit Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it. (f) On the Seventh Amendment Effective Date, the participations in any issued and outstanding Facility Letters of Credit shall be reallocated so that after giving effect thereto the 2020 Revolving Credit Lenders and the 2022 Revolving Credit Lenders shall share ratably in such participations in accordance with the aggregate Revolving Credit Commitments (including both the 2020 Revolving Credit Commitments and the 2022 Revolving Credit Commitments from time to time in effect). Thereafter, until the 2020 Revolving Termination Date, participations in any newly-issued Facility Letters of Credit shall be allocated in accordance with the aggregate Revolving Credit Commitments (including both the 2020 Revolving Credit Commitments and the 2022 Revolving Credit Commitments from time to time in effect); provided that, notwithstanding the foregoing, participations in any new Facility Letters of Credit that have an expiry date after the date that is five Business Days prior to the 2020 Revolving Termination Date shall be allocated to the 2022 Revolving Credit Lenders ratably in accordance with their 2022 Revolving Credit Commitments but only to the extent that such allocation would not cause the 2022 Revolving Credit Lenders’f Aggregate Revolving Credit Outstandings for all 2022 Revolving Credit Lenders at such time to exceed the Aggregate 2022 Revolving Credit Commitments; provided further that no 2020 Issuer shall be obligated to issue any Letter of Credit that would have an expiry date after the date that is five Business Days prior to the 2020 Revolving Termination Date and no 2022 Issuer shall be obligated to issue any Letter of Credit that would have an expiry date after the date that is five Business Days prior to the 2020 Revolving Termination Date unless such Letter of Credit would be 100% covered by the 2022 Revolving Credit Commitments of the 2022 Revolving Credit Lenders. (g) If the reallocation described in clause (f) above cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrowers shall within three Business Days following notice by the Administrative Agent, either (x) cash collateralize such 2020 Revolving Credit Lenders’f participations in the outstanding Facility Letters of Credit (after giving effect to any partial reallocation pursuant to clause (f) above) or (y) backstop such 2020 Revolving Credit Lenders’f participations in the outstanding Facility Letters of Credit (after giving effect to any partial reallocation pursuant to clause (f) above) with a letter of credit reasonable satisfactory to the applicable Issuer, in each case, for so long as any such Facility Letters of Credit are outstanding.

Participation. (a) Immediately upon issuance by the Issuing Bank Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.2.3, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage its Pro Rata Share in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.2.5 if the Issuing Bank Issuer shall have received written notice from any Revolving Credit Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 4.2 is not then satisfied, and and, in the event the Issuing Bank Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.2.4, the Issuing Bank shall promptly notify the Administrative Agent, which Issuer shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank Issuer the amount of such Revolving Credit Lender's Percentage Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount . If any Revolving Credit Lender fails to make available to the Issuing Bank. Lender's Issuer, any amounts due to the Issuer pursuant to this Section 2.2.5(b), the Issuer shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate, for the first three Business Days after such Revolving Credit Lender receives such notice and thereafter, at the Floating Rate, payable (i) on demand, (ii) by setoff against any payments of its Percentage made to the Issuer for the account of such Reimbursement Obligation as aforesaid shall be deemed Revolving Credit Lender or (iii) by payment to be a Loan the Issuer by the Agent of amounts otherwise payable to such Revolving Credit Lender and shall constitute outstanding principal under such Lender's Notethis Agreement. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Revolving Credit Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Revolving Credit Lender's Percentage Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by any Borrower or any Subsidiary received by the Agent with respect to a Facility Letter of Credit and distributed by the Agent to the Revolving Credit Lenders on account of their participations is thereafter set aside, avoided or recovered from the Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Credit Lender which received such distribution shall, upon demand by the Agent, contribute such Revolving Credit Lender's Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Agent upon the amount required to be repaid by it.

Participation. (ai) Immediately upon issuance by the Issuing Bank Agent of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.15(d), each Lender Bank shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankAgent, without recourse, representation or warranty, an undivided interest and participation equal to such LenderBank's Percentage pro rata share in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on security therefor or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreementguaranty pertaining thereto. Each LenderBank's obligation to make further Loans to the Borrower (other than any payments such Lender Bank is required to make under subparagraph (bii) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such LenderBank's Percentage of the undrawn portion pro rata share of each Facility Letter of Credit outstanding. (bii) In the event that the Issuing Bank Agent makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank Agent pursuant to Section 3.7 2.15(g) and Section 2.15(e) hereof, the Issuing Bank shall promptly notify the Administrative Agent, which Agent shall promptly notify each Lender Bank of such failure, and each Lender Bank shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such LenderBank's Percentage pro rata share of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender Bank to make available to the Administrative Agent for the account of the Issuing Bank its Percentage pro rata share of the unreimbursed amount of any such payment shall not relieve any other Lender Bank of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage pro rata share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make available to the Administrative Agent its Percentage pro rata share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender Bank which fails to make any payment required pursuant to this Section 3.6(b2.15(f)(ii) shall be deemed to be a Defaulting Lender Bank hereunder. (ciii) Whenever the Issuing Bank Agent receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender Bank which has funded its participating interest therein, in immediately available funds, an amount equal to such LenderBank's Percentage participating interest thereof. (div) Upon the request of the Administrative Agent or any LenderBank, the Issuing Bank Agent shall furnish to such Administrative Agent or Lender each Bank copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderany Bank. (ev) The obligations of a Lender Bank to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank the Agent to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, Credit and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. Each Financing Party may transfer, grant or assign participations in all or any part of such Financing Party's interest and obligations hereunder pursuant to this clause (ab)(2) Immediately upon issuance to any Eligible Transferee, provided that (i) such Financing Party shall remain a "Lender" and "Note Purchaser" for all purposes of this Agreement and the transferee of such participation shall not constitute a Financing Party hereunder and (ii) no participant under any such participation shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document except to the extent such amendment or waiver would (x) unless otherwise agreed by the relevant Financing Party in its capacity as Issuing Bank Lender, extend the stated expiration date of any Facility Letter of Credit beyond the Expiration Date applicable to the Commitment of such Financing Party, or extend the Expiration Date applicable to the Commitment of such Financing Party, (y) reduce the interest rate (other than as a result of waiving the applicability of any post-default increases in accordance with interest rates) or Fees in which such participant is sharing and applicable to the procedures Commitment or Letters of Credit or postpone the payment or reduce the amount thereof or (z) release all or substantially all of the Collateral (except as expressly provided in the Transaction Documents). In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Transaction Documents (the participant's rights against the granting Financing Party in respect of such participation to be those set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to agreement with such Lender's Percentage in Financing Party creating such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect theretoparticipation) and all related rights amounts payable by LTV Steel hereunder and under the Guaranty and other Loan Documents; shall be determined as if such Financing Party had not sold such participation, provided that such participant shall be entitled to receive additional amounts under SECTIONS 4.5 and 4.7 on the same basis as if it were a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit Financing Party; provided, further, however, that one or more no participant of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such rights of a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower Financing Party shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes entitled to receive any greater payment under any Facility Letter of Credit Sections 4.5 and the Borrower shall not 4.7 than such Financing Party would have repaid such amount been entitled to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank receive with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not the rights subject to such participation, unless LTV Steel has consented to such participation. In addition, each agreement creating any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank participation must include an agreement by the participant to comply with be bound by the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.provisions of

Participation. (a) Immediately upon issuance by the Issuing Bank Each Lender may sell participations to one or more Eligible Institutions of any Facility Letter all or a portion of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably its rights and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit obligations under this Agreement (including, without limitation, all or a portion of its Commitment); provided, however, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, (iii) all amounts payable by the Borrower under this Agreement shall be determined as if such transferor Lender had not sold such participation and no participant shall be entitled to receive any greater amount pursuant to this Agreement than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such participant had no such transfer occurred, (iv) without the prior written consent of the Borrower and the Agent, no Lender may sell a participation if its portion of the Revolving Credit Commitment and Term Loan is, or after giving effect to the proposed participation would be, less than Ten Million Dollars ($10,000,000), (v) each such participation shall be of a constant, and not a varying percentage of all the transferor Lender's interests, rights and obligations under this Agreement (including, without limitation, its rights and obligations with respect to Revolving Credit Loans and Term Loans), (vi) such participant shall agree to be bound by the provisions of this Agreement and the other Loan Documents, and (vii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such transferor Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right and responsibility vis-a-vis the Borrower to enforce the obligations of the Borrower with respect thereto) and all related rights hereunder and under relating to the Guaranty and other Loan Documents; provided that a Letter Loans including, without limitation, the right to approve any amendment, modification or waiver of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes any provision of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior Agreement (subject to the date of its issuance of such Letter of Credit that one or more rights of the conditions contained in Section 5.2 is not then satisfiedparticipants to approve amendments, and in modifications or waivers which would reduce the event the Issuing Bank receives such a notice it shall have no further obligation interest or fees payable to issue any Facility Letter of Credit until such notice is withdrawn by that Lender them under this Agreement or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank increase the amount of such Lender's Percentage of the unreimbursed amount of such paymentCommitment, and release collateral or extend the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount time of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage or prepayment of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunderLoans). (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. Each Bank shall have the right to sell to any bank or other financial institution (a "Participant") a participating interest in such Bank's Extensions of Credit, CAF Advances or Commitment held by such Bank; provided, however, that, following any such sale, (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender such Bank's obligations under this Agreement shall be deemed to have irrevocably remain unmodified and unconditionally purchased fully effective and received from the Issuing enforceable against such Bank, without recourse(b) such Bank shall remain solely responsible to the Company and its Affiliates for the performance of such obligations, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all its Commitment and the obligation of such Bank to fund Loans hereunder, (c) the Administrative Agent and the Company and any Affiliates which have borrowed hereunder shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, (d) such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower with respect thereto) Company and all related rights Affiliates hereunder, including, without limitation, the sole right to approve of or consent to any action hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from or any Lender on amendment, modification or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfiedwaiver hereof, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent except that such condition has been effectively waived in accordance with Bank may grant to a Participant a joint right to approve of or consent to any action, amendment, modification or waiver that would (i) reduce the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower amount or extend the time for payment (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof2.12) of any principal of, or interest on, the Issuing Bank shall promptly notify the Administrative AgentLoans or any CAF Advance, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank (ii) increase the amount of such LenderBank's Percentage Commitment or (iii) reduce the amount of the unreimbursed Facility Fee or the Utilization Fee, in each case, from that in effect at the time of the sale of the participating interest, provided that if such Bank so grants to a Participant a right to approve of or consent to a reduction in the Facility Fee and Utilization Fee, the term of the participating interest sold to such Participant shall not extend beyond, and unless earlier terminated such participating interest shall automatically terminate on, the day immediately prior to the day and month of the Effective Date next following the sale of such participating interest, and (e) any such participating interest shall be in a minimum amount of such payment, and $5,000,000 or the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment Equivalent thereof on the date such payment the participating interest is to be made, but no Lender shall be responsible for sold. On the failure of any other Lender to make available to the Administrative Agent its Percentage month and day of the unreimbursed amount Effective Date of each year (or, if any payment such month and day of the Effective Date is not a Domestic Business Day, on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligationnext succeeding Domestic Business Day), including any interest thereon, the Issuing each relevant Bank shall promptly pay furnish to the Administrative Agent and the Administrative Agent shall promptly pay to Company a written notice disclosing the name of each Lender Participant which has funded its held a participating interest therein, in such Bank's Commitment or any Loan held by such Bank at any time during the 12-month period ended on the day immediately available funds, an amount equal prior to such Lender's Percentage thereof. (d) Upon the request day and month of the Administrative Agent Effective Date next preceding such date. A Participant shall not be entitled to receive any greater payment under Section 10.3 or any Lender, 10.4 than the Issuing applicable Bank shall furnish would have been entitled to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company's prior written consent. Any Participant that is a Facility Letter foreign person (i.e., a person organized or incorporated under the laws of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever a country other than a failure of any that under which the Company is incorporated, if it is the borrower, or an Affiliate is incorporated or organized, if such Issuing Bank to comply with Affiliate is the terms of this Agreement relating borrower) shall not be entitled to the issuance benefits of Section 10.4 unless such Facility Letter of Credit, and such payments shall be made in accordance Participant complies with the terms and conditions of this Agreement under all circumstancesSection 10.4(c).

Participation. If Copano Energy at any time proposes to file a registration statement (aincluding a Shelf Registration Statement and including any registration statement intended to satisfy the requirements of Section 6.03(a) Immediately upon issuance of this Agreement) for the sale of Common Units to the public for its own account or the account of any Unitholder other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales, then, as soon as practicable following the engagement of counsel to Copano Energy to prepare the registration statement, Copano Energy shall give notice of such proposed filing for the registration to the Existing Investors and such notice shall offer the Existing Investors the opportunity to include in such registration such number of Registrable Securities as each such Existing Investor may request in writing (a "Piggyback Registration"). Each Existing Investor shall have 15 days after receipt of such notice to elect to have all (or such portion as the Existing Investor shall specify) of its Registrable Securities included in such registration. In addition, if Copano Energy at any time proposes to file a prospectus supplement with respect to an Underwritten Offering to a Shelf Registration Statement under which the Existing Investors have registered the sale of Registrable Securities, then, as soon as practicable following the engagement of counsel to Copano Energy to prepare the documents to be used in connection with an Underwritten Offering, Copano Energy shall give notice of such proposed Underwritten Offering to each Existing Investor and such notice shall offer each Existing Investor the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Existing Investor may request in writing; provided, however, that Copano Energy shall not be required to offer such opportunity to Existing Investors if Copano Energy has been advised by the Issuing Bank Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Existing Investors will have an adverse effect on the price, timing or distribution of the Common Units. No Existing Investor may exercise its right to participate in a Piggyback Registration with respect to sales to be made from an effective shelf registration on which such Existing Investors' Registrable Securities are not registered for resale, except that if Copano Energy's Board of Directors determines that it is in the best interest of Copano Energy, then Copano Energy may use the net proceeds from any Facility Letter Underwritten Offering to repurchase some or all Registrable Securities from any of Credit the Original Investors. Subject to the provisions in this Section 6.04(a) and Section 6.04(b), Copano Energy shall include in such Underwritten Offering all such Registrable Securities ("Included Registrable Securities") with respect to which Copano Energy has received requests within (i) one business day in the event of the filing of a prospectus supplement and (ii) five business days with respect to the use of a preliminary prospectus supplement after Copano Energy's notice has been delivered in accordance with Section 6.04. If no request for inclusion from an Existing Investor is received within the procedures set forth in Section 3.4specified time, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it Existing Investor shall have no further obligation right to issue participate in such Piggyback Registration. If, at any Facility Letter time after giving written notice of Credit until its intention to undertake an Underwritten Offering and prior to the closing of such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation Underwritten Offering, Copano Energy shall determine for any reason not to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) undertake or to purchase an interest from delay such Underwritten Offering, Copano Energy may, at its election, give written notice of such determination to the Issuing Bank selling Existing Investors and, (x) in any subsequent letters the case of credit issued by the Issuing Bank on behalf of Borrower a determination not to undertake such Underwritten Offering, shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender relieved of its obligation hereunder to make available sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to the Administrative Agent delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the account of such Issuing Bank its Percentage of same period as the unreimbursed amount of any payment on delay in the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunderUnderwritten Offering. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon the Closing Date (in the case of the Existing Letters of Credit), and immediately upon issuance after the Closing Date by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.22.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to ratably (in the proportion of such Lender's Percentage ’s Pro Rata Share) in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (thereto other than any payments amounts owing to such Lender is required to make Issuer under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstandingSection 2.15). (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to such Issuer on or before the Issuing Bank pursuant to Section 3.7 hereofdate of such payment by such Issuer, the Issuing Bank such Issuer shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Lender. Upon receipt of such failurenotice, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Lender’s Pro Rata Share of such payment in same day funds, and the Agent shall promptly pay such amount, and any other amounts received by the Agent for such Issuer’s account pursuant to this Section 2.22.6, to such Issuer. If the Agent so notifies such Lender prior to noon (Charlotte, North Carolina time) on any Business Day, such Lender shall make available to the Agent for the account of such Issuer such Lender’s ratable share of the amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made its ratable share of the amount of such payment available to the Agent for the account of the Issuing Bank Issuer, such Lender agrees to pay to the amount of such Lender's Percentage Agent for the account of the unreimbursed amount of Issuer forthwith on demand such paymentamount, and together with interest thereon, for each day from the Administrative Agent shall promptly pay date such payment was first due until the date such amount is paid to the Issuing Bank. Lender's payments Agent for the account of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Notethe Issuer, at the Federal Funds Effective Rate. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount an Issuer such Lender’s ratable share of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Issuer its Percentage of the unreimbursed amount ratable share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Issuing Bank receives Lenders to an Issuer in reimbursement of amounts paid by it under a payment on account Facility Letter of Credit (as well as the Issuer’s ratable share, as Lender, of any amount that is drawn under a Reimbursement ObligationFacility Letter of Credit and not reimbursed by the Borrower) shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Loans hereunder (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.01.1(e)). Such Loans shall promptly pay be ABR Loans, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereofBorrower’s rights under this Article II. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank each Issuer shall furnish to such Administrative the requesting Agent or Lender copies of any Facility Letter of Credit or Reimbursement Agreement to which the Issuing Bank such Issuer is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderparty. (e) The obligations of a Lender the Lenders to make payments to the Administrative Agent for the account of the Issuing Bank an Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Issuer, the Agent, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Agent or an Issuer to make any reports required pursuant to Section 2.22.8; or (vi) the occurrence of any Default or Event of Default. (f) For purposes of determining the unused portion of the Aggregate Commitment and the unused portion of a Lender’s Commitment under Sections 2.02.1 and 2.09(b), the Aggregate Commitment shall be deemed used to the extent of the aggregate undrawn face amount of the outstanding Facility Letters of Credit and the Lender’s Commitment shall be deemed used to the extent of such Lender’s Pro Rata Share of the aggregate undrawn face amount of the outstanding Facility Letters of Credit.

Participation. (a) Immediately upon (i) the Effective Date with respect to each Existing Letter of Credit and (ii) issuance by the an Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the that Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's its Percentage in such Facility Letter of Credit (including, without limitation, all rights and obligations of the Borrower Issuing Bank with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the any Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the such Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 4.2 is not then satisfied, and and, in the event the an Issuing Bank receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank it receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the any Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereof, the such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender Lender, of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the any Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the that Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.15.3, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Pro Rata Share of such Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Facility Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Lender on or before the one Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 is Sections 4.1 or 4.2 are not then satisfied, and and, in the event the Issuing Bank an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Facility Letter of Credit of such failure, and each Lender participating in such Facility Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage ’s Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Agreed Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Administrative Agent shall promptly pay for the first three Business Days after such amount Lender receives such notice, and thereafter at the floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Administrative Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Administrative Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage ’s Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

Participation. (a) Immediately upon Upon issuance by the Issuing Bank of any Facility a Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Lender with a 364-Day Loan Commitment shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bankpurchased, without recourse, representation or warrantya risk participation from the L/C Issuer in such Letter of Credit and the obligations arising thereunder, in each case in an undivided interest and participation amount equal to its Pro Rata Share of the obligations under such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations based on the respective 364-Day Commitment Shares of the Borrower with respect theretoLenders) and all related rights hereunder shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the L/C Issuer therefor and discharge when due, its Pro Rata Share of the obligations arising under the Guaranty and other Loan Documents; provided that a such Letter of Credit issued by Credit. Without limiting the Issuing Bank shall not be deemed to be a Facility scope and nature of each such Lender's participation in any Letter of Credit Credit, to the extent that the L/C Issuer has not been reimbursed as required hereunder or under any such Letter of Credit, the L/C Issuer will promptly notify the applicable Lenders of the amount of any unreimbursed drawing and each such Lender shall promptly pay to the Agent for purposes the account of this Section 3.6 the L/C Issuer in Dollars and in immediately available funds, the amount of such Lender's Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer if the Issuing Bank shall have such notice is received written notice from any Lender on at or before 1:00 p.m. (New York, New York time) otherwise such payment shall be made at or before 12:00 noon (New York, New York time) on the Business Day prior next succeeding the day such notice is received. If such Lender does not pay such amount to the L/C Issuer in full upon such request, such Lender shall, on demand, pay to the Agent for the account of the L/C Issuer interest on the unpaid amount during the period from the date of its issuance of such Letter of Credit that one or more drawing until such Lender pays such amount to the L/C Issuer in full at a rate per annum equal to, if paid within two (2) Business Days of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by date that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or payments of such amount pursuant to purchase an interest from the Issuing Bank in any subsequent letters preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the Base Rate. The obligation of credit issued by each Lender with a 364-Day Line of Credit Commitment to so reimburse the Issuing Bank on behalf of Borrower L/C Issuer shall be reduced absolute and unconditional, shall not be affected by such Lender's Percentage any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the undrawn portion obligations of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, hereunder and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by made without any offset, abatement, withholding or reduction whatsoever. Any such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer under any other Letter of Credit, together with interest as hereinafter provided. Simultaneously with the making of each such payment by a Lender of its obligation hereunder to make available to the Administrative Agent for L/C Issuer, such Lender shall, automatically and without any further action on the account of such Issuing Bank its Percentage part of the unreimbursed amount of any payment on the date L/C Issuer or such payment is to be madeLender, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be acquire a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, participation in immediately available funds, an amount equal to such Lender's Percentage thereof. payment (dexcluding the portion of such payment constituting interest owing to the L/C Issuer) Upon in the request related unreimbursed drawing portion of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which Obligation and in the Issuing Bank is party interest thereon and such other documentation as may reasonably be requested by in the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility related Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of CreditDocuments, and such payments shall be made in accordance have a claim against the Borrower with the terms and conditions of this Agreement under all circumstancesrespect thereto.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.15.3, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Pro Rata Share of such Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Revolving Credit Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is Sections 4.1 or 4.2 are not then satisfied, and in the event the Issuing Bank and, if an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank If an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank thesuch Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank applicable Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Letter of Credit of such failure, and each Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Available Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Administrative Agent shall promptly pay for the first three Business Days after such amount Lender receives such notice, and thereafter at the floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Administrative Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Administrative Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank thean Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which that has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) If any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Revolving Credit Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Credit Lender that received such distribution shall, upon demand by the Administrative Agent, contribute such Revolving Credit Lender's Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

Participation. (a) Immediately upon the Effective Date (in the case of the Facility Letters of Credit outstanding on the Effective Date) and immediately upon issuance after the Effective Date by the an Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.44.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal (ratably in proportion to the ratio that such Lender's Percentage Commitment bears to the Aggregate Commitment) in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by the than amounts owing to such Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this under Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding3.2). (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by such Issuing Bank, the such Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Lender. Upon receipt of such failurenotice, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's Percentage of share (ratably in proportion to the unreimbursed amount ratio that such Lender's Commitment bears to the Aggregate Commitment) of such paymentpayment in same day funds, and the Administrative Agent shall promptly pay such amount amount, and any other amounts received by the Agent for such Issuing Bank's account pursuant to the this Section 4.6(b), to such Issuing Bank. Lender's payments of its Percentage If the Agent so notifies such Lender prior to 10:00 a.m. (Chicago time) on any Business Day, such Lender shall make available to the Agent for the account of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under Issuing Bank such Lender's Noteshare of the amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made its share of the amount of such payment available to the Agent for the account of such Issuing Bank, such Lender agrees to pay to the Agent for the account of such Issuing Bank forthwith on demand such amount, together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Agent for the account of such Issuing Bank, at the Federal Funds Effective Rate. The failure of any Lender to make available to the Administrative Agent for the account of the such Issuing Bank its Percentage of the unreimbursed amount such Lender's share of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Lenders to an Issuing Bank receives in reimbursement of amounts paid by it under a payment on account Facility Letter of a Reimbursement ObligationCredit shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Advances hereunder and such payments shall for all purposes be treated as Advances (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.6). Such Advances shall promptly pay be Floating Rate Advances, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such LenderBorrower's Percentage thereofrights under Article II hereof. (d) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank shall furnish to such Administrative the requesting Agent or Lender copies of any Facility Letter of Credit or Reimbursement Agreement to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or the Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. If ▇▇▇ proposes to file (ai) Immediately upon issuance a registration statement or (ii) a prospectus supplement to an effective Shelf Registration Statement and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such Shelf Registration Statement, in each case, for the sale of EVA Securities in an Underwritten Offering for its own account and/or another Person (other than any Pari Passu Holder), then as soon as practicable following the engagement of counsel by ▇▇▇ to prepare the documents to be used in connection with such Underwritten Offering, EVA shall give notice (including notification by electronic mail followed by telephone confirmation) of such proposed Underwritten Offering to each Holder holding at least 5% of the then-outstanding Registrable Securities and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if ▇▇▇ has been advised by the Issuing Bank Managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the EVA Securities in the Underwritten Offering, then (A) if no Registrable Securities or Pari Passu Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), EVA shall not be required to offer such opportunity to the Holders or (B) if any Facility Letter Registrable Securities or Pari Passu Securities can be included in the Underwritten Offering in the opinion of Credit the Managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b); provided, further, that the piggyback rights set forth in this Section 2.03(a) shall not apply to any Underwitten Offering that is initiated by a Pari Passu Holder pursuant to the terms of the Existing RRA. Subject to Section 2.03(b), EVA shall include in such Underwritten Offering all included Registrable Securities with respect to which ▇▇▇ has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an “overnight” Underwritten Offering) after ▇▇▇’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the procedures set forth in Section 3.4specified time, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it Holder shall have no further obligation right to issue participate in such Underwritten Offering. If, at any Facility Letter time after giving written notice of Credit until its intention to undertake an Underwritten Offering and prior to the closing of such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation Underwritten Offering, EVA shall determine for any reason not to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) undertake or to purchase an interest from delay such Underwritten Offering, ▇▇▇ ▇▇▇, at its election, give written notice of such determination to the Issuing Bank Selling Holders and, (x) in any subsequent letters the case of credit issued by the Issuing Bank on behalf of Borrower a determination not to undertake such Underwritten Offering, shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender relieved of its obligation hereunder to make available sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to EVA of such withdrawal at or prior to the Administrative Agent for the account time of pricing of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunderUnderwritten Offering. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon the Effective Date (in the case of the Facility Letters of Credit outstanding on the Effective Date) and immediately upon issuance after the Effective Date by the an Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.44.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal (ratably in proportion to the ratio that such Lender's Percentage Commitment bears to the Aggregate Commitment) in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by the than amounts owing to such Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this under Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding3.2). (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by such Issuing Bank, the such Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Lender. Upon receipt of such failurenotice, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's Percentage of share (ratably in proportion to the unreimbursed amount ratio that such Lender's Commitment bears to the Aggregate Commitment) of such paymentpayment in same day funds, and the Administrative Agent shall promptly pay such amount amount, and any other amounts received by the Agent for such Issuing Bank's account pursuant to the this Section 4.6(b), to such Issuing Bank. Lender's payments of its Percentage If the Agent so notifies such Lender prior to 10:00 a.m. (Chicago time) on any Business Day, such Lender shall make available to the Agent for the account of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under Issuing Bank such Lender's Noteshare of the amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made its share of the amount of such payment available to the Agent for the account of such Issuing Bank, such Lender agrees to pay to the Agent for the account of such Issuing Bank forthwith on demand such amount, together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Agent for the account of such Issuing Bank, at the Federal Funds Effective Rate. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies share of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.such

Participation. (a) Immediately upon issuance by the Issuing Bank Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.42.24.4, each UK Lender, each Canada Lender or each US Lender, as applicable, shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's its Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided provided, that a Letter of Credit issued by the Issuing Bank Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.24.6 if the Issuing Bank Issuer shall have received written notice from any Lender on or before the Business Day prior 10:00 a.m. Chicago time, 12:00 p.m. Toronto time or 10:00 a.m. London time (as applicable to the date of its issuance applicable Facility) on the Issuance Date of such Letter of Credit that one or more of the conditions contained in Section 5.2 4.2 is not then satisfied, and and, in the event the Issuing Bank Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that such Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been satisfied or has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.24.5, the Issuing Bank shall promptly notify the Administrative Agent, which Issuer shall promptly notify each UK Lender, Canada Lender or US Lender, as applicable, of such failure, and each such Lender shall promptly and unconditionally pay to the Administrative Agent Issuer for the Issuer's account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of any such payment (which payment, and in the Administrative Agent shall promptly pay such case of a Facility Letter of Credit in U.S. Dollars under the Canada Facility, may be made in Canadian Dollars in an amount to determined using the Issuing Bank. Lender's payments Canadian Dollar Equivalent of its Percentage the amount paid by the Issuer, calculated by the Issuer as of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan the date of payment by such Lender and shall constitute outstanding principal under such Lender's Note). The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank Issuer its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank Issuer its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent Issuer its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank it shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to account of each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to each such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank Issuer with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. Nothing contained in this Section 2.24.6(d) shall impair or adversely affect any claim any Lender may have against the Issuer or any other Lender with respect to any gross negligence or willful misconduct of the Issuer or such other Lender in respect of any Facility Letter of Credit.

Participation. Subject to the next sentence, each Relevant Lender may grant a participation to any other person (a “Participant”) in the whole or any part of any of its Commitments (including its Rateable Share in any related Advances) under which the Participant shall be entitled to the benefit of the same rights under this Agreement with respect to such participated share as if it were a party hereto in the place and stead of such Relevant Lender; provided that, in respect of such participated share of its Commitments and as amongst the Participant and all parties to this Agreement, (a) Immediately upon issuance by such Relevant Lender (and not the Issuing Bank Participant) shall remain entitled to enforce such rights, and shall remain responsible for the performance of any Facility Letter all obligations, of Credit in accordance such Relevant Lender under this Agreement with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal respect to such Lender's Percentage in participated share, (b) such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it Participant shall have no further obligation direct enforceable rights against any other party hereto in respect of such participated share, (c) no party hereto, other than the Relevant Lender granting such participation, shall have any obligations to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that Participant with respect to such condition has been effectively waived in accordance participated share, (d) each other party hereto shall continue to deal solely and directly with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments Lender granting such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank participation in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by connection with such Lender's Percentage ’s rights and obligations under this Agreement and (e) unless an Event of the undrawn portion of each Facility Letter of Credit outstanding. Default has occurred and is continuing, Cognos must consent to such participation (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall such consent not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be unreasonably withheld). A Lender may not grant a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required participation pursuant to this Subsection 17.11.3 to (i) any “employee pension benefit plan” (as defined in Section 3.6(b3(2) shall be deemed to be a Defaulting Lender hereunder. (cof ERISA) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to which Cognos or any Subsidiary is a Facility Letter “party in interest” (as defined in Section 3(14) of Credit shall be absolute, unconditional and irrevocable, not subject to ERISA) or (ii) any counterclaim, set-off, qualification or exception whatsoever other than a failure of passive investment fund in which any such Issuing Bank to comply with the terms of this Agreement relating “employee pension benefit plan” has an interest unless, in either case, an exemption to the issuance prohibited transaction rules of Sections 406 and 407 of ERISA or Section 4975 of the US Internal Revenue Code applies or such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesprohibited transaction rules are otherwise not applicable.

Participation. (a) Immediately upon issuance by the Issuing Bank making of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4Loans on the Closing Date, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal ratably in the Facility Letters of Credit listed in Schedule 4.1 (including, without limitation, all obligations of the Borrower with respect thereto other than amounts owing to such Lender's Percentage Issuing Bank under Section 2.13). Immediately upon issuance by an Issuing Bank after the Closing Date of any Facility Letter of Credit in accordance with Section 4.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation ratably in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by the than amounts owing to such Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this under Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding2.13). (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by such Issuing Bank, the such Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Lender. Upon receipt of such failurenotice, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount Ratable Share of such paymentpayment in same day funds, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan amount, and any other amounts received by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for such Issuing Bank's account pursuant to this Section 4.6(b), to such Issuing Bank. If the account of the Issuing Bank its Percentage of the unreimbursed amount of Administrative Agent so notifies such Lender prior to 10:00 A.M. (Phoenix time) on any Business Day, such payment Lender shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage such Lender's Ratable Share of the unreimbursed amount of any such payment on such Business Day in same day funds. If and to the date extent such Lender shall not have so made its Ratable Share of the amount of such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage for the account of the unreimbursed amount of any payment on the date such payment is Issuing Bank, such Lender agrees to be made. Any Lender which fails pay to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder.the (c) Whenever The payments made by the Lenders to an Issuing Bank receives in reimbursement of amounts paid by it under a payment on account Facility Letter of a Reimbursement ObligationCredit shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Loans hereunder and such payments shall for all purposes be treated as Advances (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.3). Such Loans shall promptly pay be Base Rate Loans, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such LenderBorrower's Percentage thereofrights under Article II hereof. (d) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank shall furnish to such the requesting Administrative Agent or Lender copies of any Facility Letter of Credit or Reimbursement Agreement to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or the Lender. (e) The obligations of a Lender the Lenders to make payments to the Administrative Agent for the account of the an Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances., notwithstanding: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), such Issuing Bank, the Administrative Agent, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.413.4, each Lender Bank shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal ratably (in the proportion of such Bank's Commitment to such Lender's Percentage the Aggregate Commitments) in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by than amounts owing to the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this under Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding2.15). (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by the Issuing Bank, the Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Bank. Upon receipt of such failurenotice, and each Lender Bank shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such LenderBank's Percentage of ratable share (in the unreimbursed amount proportion of such paymentBank's Commitment to the Aggregate Commitments) of such payment in same day funds, and the Administrative Agent shall promptly pay such amount amount, and any other amounts received by the Agent for the Issuing Bank's account pursuant to this Section 13.6(b), to the Issuing Bank. LenderIf the Agent so notifies such Bank prior to 11:00 A.M. (Chicago time) on any Business Day, such Bank shall make available to the Agent for the account of the Issuing Bank such Bank's payments ratable share of its Percentage the amount of such Reimbursement Obligation as aforesaid payment on such Business Day in same day funds. If and to the extent such Bank shall be deemed not have so made its ratable share of the amount of such payment available to be a Loan by the Agent for the account of the Issuing Bank, such Lender and shall constitute outstanding principal under Bank agrees to pay to the Agent for the account of the Issuing Bank forthwith on demand such Lender's Noteamount, together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Agent for the account of the Issuing Bank, at the Federal Funds Rate. The failure of any Lender Bank to make available to the Administrative Agent for the account of the Issuing Bank such Bank's ratable share of any such payment shall not relieve any other Bank of its obligation hereunder to make available to the Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount ratable share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Banks to the Issuing Bank receives in reimbursement of amounts paid by it under a payment on account Facility Letter of a Reimbursement ObligationCredit shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Loans hereunder (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2. 1). Such Loans shall promptly pay be ABR Loans, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such LenderBorrower's Percentage thereofrights under Article II hereof. (d) Upon the request of the Administrative Agent or any LenderBank, the Issuing Bank shall furnish to such Administrative the requesting Agent or Lender Bank copies of any Facility Letter of Credit or Reimbursement Agreement to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderparty. (e) The obligations of a Lender the Banks to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances, including, without limitation, the following: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Issuing Bank, the Agent, any Bank, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Agent or the Issuing Bank to make any reports required pursuant to Section 13.8; or (vi) the occurrence of any Default or Event of Default. (f) For purposes of determining the unused portion of the Aggregate Commitments and the unused portion of a Bank's Commitment under Sections 2.02 and 2.09(b), the Aggregate Commitments shall be deemed used to the extent of the aggregate undrawn face amount of the outstanding Facility Letters of Credit and the Bank's Commitment shall be deemed used to the extent of such Bank's ratable share (in the proportion of such Bank's Commitment to the Aggregate Commitment) of the aggregate undrawn face amount of the outstanding Facility Letters of Credit.

Participation. (a) Immediately upon issuance by the Issuing Any Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bankmay, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations the consent of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed Borrower, at any time sell to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such Persons (each a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b"Participant") below) or to purchase an interest from the Issuing Bank participating interests in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced Revolving Loan owing to such Bank, any Revolving Loan Note held by such Lender's Percentage Bank, any Commitment of the undrawn portion such Bank hereunder or any other interest of each Facility Letter of Credit outstanding. (b) such Bank hereunder. In the event that of any such sale by a Bank of a participating interest to a Participant, such Bank's obligations under this Agreement shall remain unchanged, such Bank shall remain solely responsible for the Issuing performance thereof, such Bank makes shall remain the holder of any payment such Revolving Loan Note for all purposes under any Facility Letter of Credit this Agreement, and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay continue to deal solely and directly with such amount Bank in connection with such Bank's rights and obligations under this Agreement. In no event shall a Bank that sells a participation be obligated to the Issuing Bank. Lender's payments Participant to take or refrain from taking any action hereunder except that such Bank may agree that it will not (except as provided below), without the consent of its Percentage the Participant, agree to (i) an extension of any date fixed for the payment of principal of or interest on the related Revolving Loan or Revolving Loans, (ii) the decrease of the amounts of any principal of, or the decrease of any interest or fees due on any date fixed for the payment thereof with respect to the related Revolving Loan or Revolving Loans, (iii) the decrease of the principal or the related Revolving Loan or Revolving Loans, (iv) any decrease in the rate at which either interest is payable thereon or (if the Participant is entitled to any part thereof), a fee is payable hereunder from the rate at which the Participant is entitled to receive interest or a commitment fee (as the case may be) in respect of such Reimbursement Obligation participation, (v) the release or substitution of all or any substantial part of the collateral (if any) held as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure security for the Obligations, or (vi) the release of any Lender Guarantee given to make available to the Administrative Agent for the account support payment of the Issuing Obligations. Each Bank its Percentage of the unreimbursed amount of selling a participating interest in any such payment shall not relieve any Revolving Loan, Revolving Loan Note, Commitment or other Lender of its obligation hereunder to make available to the Administrative Agent for the account interest under this Agreement shall, within ten (10) Domestic Business Days of such Issuing Bank its Percentage of sale, provide the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent Borrower and the Administrative Agent shall promptly pay to each Lender which with written notification stating that such sale has funded its participating occurred and identifying the Participant and the interest thereinpurchased by such Participant. Except as otherwise expressly provided in Article 8, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any LenderAgent, the Issuing Bank Banks and the Borrower agree that each Participant shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments entitled to the Administrative Agent for the account benefits of the Issuing Bank Article 8 with respect to a Facility Letter of Credit shall be absoluteits participation in Revolving Loans outstanding from time to time, unconditional and irrevocable, not subject but only to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any the extent that such Issuing Bank which sold the relevant participation would have been entitled thereto pursuant to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesAgreement.

Participation. (a) Immediately upon issuance by the an Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation or warrantywarranty except as expressly provided for herein, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations unreimbursed disbursements under such Facility Letter of the Borrower with respect theretoCredit) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the an Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the such Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the such Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the such Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's ’s obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the any Issuing Bank in any subsequent letters of credit issued by the such Issuing Bank on behalf of Borrower shall be reduced by an amount equal to such Lender's ’s Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereof, the such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the such Issuing Bank. A Lender's ’s payments of its Percentage of such Reimbursement Obligation unreimbursed disbursement as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's ’s Note. The failure of any Lender to make available to the Administrative Agent for the account of the such Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. In the event that any Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the federal Bankruptcy Code with respect to the Borrower), then each Lender shall forthwith purchase (as of the date such borrowing would otherwise have occurred) from such Issuing Bank a participation interest in the unreimbursed disbursement in an amount equal to such Lender’s Percentage thereof. (c) Whenever the an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the such Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the any Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the an Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, including all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided provided, however, that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 5. 2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively fulfilled or waived in accordance with the provisions of this Agreement. Each Lender's ’s obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph subsection (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters Facility Letters of credit Credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's ’s Percentage of the undrawn portion of each Facility Letter of Credit outstandingObligations. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. A Lender's ’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's ’s Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other readily available documentation relating thereto as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a each Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Domestic Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Domestic Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan DocumentsDocuments (using the Dollar Equivalent thereof in the case of any Alternative Currency Letters of Credit); provided that a Facility Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Domestic Revolving Lender's ’s obligation to make further Domestic Revolving Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's ’s Domestic Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Domestic Revolving Lender of such failure, and each Domestic Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's ’s Domestic Percentage of (i) each LC Disbursement made by such Issuing Bank in Dollars and (ii) the unreimbursed amount Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Bank in an Alternative Currency and, in each case, not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to such Borrower for any reason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Noterefund). The failure of any Domestic Revolving Lender to make available to the Administrative Agent for the account of the Issuing Bank its Domestic Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Domestic Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Domestic Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's ’s Domestic Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. If the Company proposes to file (ai) Immediately a registration statement under the Securities Act providing for the public offering of Common Stock, for its own account or for the account of a selling stockholder, for sale to the public in an Underwritten Offering, excluding a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto), a registration statement for the sale of Common Stock issued upon issuance conversion of debt securities or any other form not available for registering the Registrable Securities for sale to the public, or (ii) a prospectus supplement to an effective Shelf Registration Statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement, then, in each case with respect to an Underwritten Offering of Common Stock, the Company will notify each Holder of the proposed filing and afford each Holder an opportunity to include in such Underwritten Offering all or any part of the Registrable Securities then held by such Holder (the Issuing Bank “Included Registrable Securities”) that may properly be offered on such registration statement (a “Piggyback Registration”). Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered or effect any Facility Letter public sale or distribution of Credit Common Stock until such time as the Underwritten Offering contemplated by such notice has been publicly announced or abandoned (notice of which, in accordance with the procedures set forth latter case, will be provided promptly to such Holder). Each Holder desiring to include in Section 3.4such Piggyback Registration all or part of such Registrable Securities held by such Holder that may be included in such Piggyback Registration shall, each Lender shall be deemed to have irrevocably and unconditionally purchased and received within three Business Days after receipt of the above-described notice from the Issuing Bank, without recourse, representation or warranty, an undivided interest Company in the case of a filing of a registration statement and participation equal to such Lender's Percentage in such Facility Letter within two Business Days after the day of Credit (including, without limitation, all obligations receipt of the Borrower above-described notice from the Company in the case of a filing of a prospectus supplement to an effective Shelf Registration Statement with respect thereto) and all related rights hereunder and under to a Piggyback Registration, so notify the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained Company in Section 5.2 is not then satisfiedwriting, and in such notice shall inform the event Company of the Issuing Bank receives number of shares of Registrable Securities such Holder wishes to include in such Piggyback Registration and provide the Company with such information with respect to such Holder as shall be reasonably necessary in order to assure compliance with federal and applicable state securities Laws. If no request for inclusion from a notice it Holder is received within the time period specified in this Section 2.2(a), such Holder shall have no further right to participate in such Piggyback Registration. For the avoidance of doubt, the Company shall not be required to register any Registrable Securities upon the request of any Holder pursuant to a Piggyback Registration, or to permit the related prospectus or prospectus supplement to be used, in connection with any offering or transfer of Registrable Securities by a Holder other than pursuant to an Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to issue sell any Facility Letter Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of Credit until a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Holder may deliver written notice is withdrawn by (a “Piggyback Opt-Out Notice”) to the Company requesting that Lender or the Issuing Bank receives a such Holder not receive notice from the Administrative Agent Company of any proposed Underwritten Offering; provided, however, that such condition has been effectively waived Holder may later revoke any such Piggyback Opt-Out Notice in accordance with writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is Company shall not be required to make under subparagraph (b) below) or deliver any notice to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required Holder pursuant to this Section 3.6(b2.2(a) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably Holder shall no longer be requested entitled to participate in Underwritten Offerings by the Administrative Agent or LenderCompany pursuant to this Section 2.2(a). (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank making of any Facility Loan to PAAC hereunder or the issuance of any Letter of Credit in accordance with hereunder on the procedures set forth in Section 3.4Application of PAAC, each Canadian Lender shall be deemed to have irrevocably and unconditionally purchased and received from the U.S. Lenders and U.S. Issuing Bank, as applicable, without recourse, representation recourse or warranty, an undivided interest and participation equal therein to the extent of such Lender's Percentage in such Facility Letter of Credit Overall Share (including, including without limitation, limitation all obligations of the applicable Borrower with respect thereto) and all related rights ). Immediately upon the making of any Loan to PCI Canada hereunder and under or the Guaranty and other Loan Documents; provided that a issuance of any Letter of Credit issued by hereunder on the Issuing Bank Application of PCI Canada, each U.S. Lender shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the have irrevocably and unconditionally purchased and received from Canadian Lenders and Canadian Issuing Bank shall have received written notice from any Lender on Bank, as applicable, without recourse or before the Business Day prior warranty, an undivided interest and participation therein to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount extent of such Lender's Percentage Overall Share (including without limitation all obligations of PCI Canada with respect thereto). Within three (3) Banking Days after demand is made by Administrative Agent during the unreimbursed amount continuance of an Event of Default, each Canadian Lender agrees to settle the purchase of such paymentparticipation interests from each U.S. Lender, and each U.S. Lender agrees to settle the Administrative Agent shall promptly pay purchase of such amount participation interests from each Canadian Lender, in each case by paying to the Issuing Bank. applicable Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available fundssame day funds in the Applicable Currency, an amount equal to such Lender's Percentage thereof. (dOverall Share of all such Loans then outstanding. If any Lender fails to timely make payment of such amount, such amount shall bear interest until paid, at the rate or rates applicable at such time for such Revolving Loans. Thereafter, so long as an Event of Default remains in existence, unless otherwise directed by Administrative Agent, such participations will be settled in the same manner and at the same time as settlement of Loans between each Funding Agent and the applicable Lenders under Sections 2.1.1(a) Upon and 2.16. Notwithstanding any such participation, all interest and fees accruing with respect to Loans and Letters of Credit hereunder shall be for the request sole account of the Administrative Agent or funding Lenders until such time, if ever, that purchase of such participations are actually settled as provided herein. Moveover, until such time, if ever, that purchase of such participations are actually settled as provided herein, only the funding Lenders shall be entitled to any Lender, the Issuing Bank shall furnish interest and fees accruing with respect to such Administrative Agent or Lender copies of any Facility Letter Loans and Letters of Credit to which the Issuing Bank is party hereunder. Interest and fees accruing after such other documentation as may reasonably settlement of purchase of participations shall be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absoluteeach funding Lender and each Lender who has so purchased its participation interest, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancestheir respective Overall Shares.

Participation. (a) Immediately upon issuance by the applicable Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's ’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Facility Letter of Credit issued by the such Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the such Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Facility Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the such Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the such Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Revolving Lender's ’s obligation to make further Revolving Loans to the Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the such Issuing Bank in any subsequent letters of credit issued by the such Issuing Bank on behalf of the Borrower shall be reduced by such Lender's Percentage ’s ▇▇▇▇▇ntage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereof, the such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's ’s Percentage of the unreimbursed amount of each LC Disbursement made by such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Revolving Lender to make available to the Administrative Agent for the account of the any Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the an Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the such Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage ’s ▇▇▇▇▇ntage thereof. (d) Upon the request of the Administrative Agent or any Lender, the any Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the any Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-set off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.

Participation. (a) Immediately upon issuance by the Issuing Bank an Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Banksuch Issuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in its Pro Rata Share of such Facility Letter of Credit (including, without limitation, all obligations of the applicable Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documentsany security therefor or guaranty pertaining thereto; provided that a Letter of Credit issued by the Issuing Bank an Issuer shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 2.15.5 if the Issuing Bank such Issuer shall have received written notice from any Revolving Credit Lender on or before the one Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is 4.4 are not then satisfied, and in the event the Issuing Bank and, if an Issuer receives such a notice notice, it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Revolving Credit Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding.509265-1946-Active.21307007.121307007.7 (b) In the event that the Issuing Bank If an Issuer makes any payment under any Facility Letter of Credit and the applicable Borrower (or if not the Company, the Company) shall not have repaid such amount to the Issuing Bank such Issuer pursuant to Section 3.7 hereof2.15.4, the Issuing Bank applicable Issuer shall promptly notify the Administrative Agent, which shall promptly notify Agent and each Lender participating in such Letter of Credit of such failure, and each Lender participating in such Letter of Credit shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank such Issuer the amount of such Lender's Percentage ’s Pro Rata Share of the unreimbursed amount of any such paymentpayment in such currency. If any Lender participating in such Facility Letter of Credit fails to make available to such Issuer any amounts due to such Issuer pursuant to this Section 2.15.5(b), such Issuer shall be entitled to recover such amount, together with interest thereon (i) in the case of amounts denominated in U.S. Dollars, at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, or (ii) in the case of amounts denominated in an Available Foreign Currency, at a local cost of funds rate for obligations in such currency as determined by the Administrative Agent shall promptly pay for the first three Business Days after such amount Lender receives such notice, and thereafter at the floating rate of interest correlative to the Issuing Bank. Lender's payments Floating Rate customarily applicable to similar extensions of its Percentage credit to corporate borrowers denominated in such currency in the country of issue of such Reimbursement Obligation currency, as aforesaid shall be deemed determined by the Administrative Agent, in either case payable (i) on demand, (ii) by setoff against any payments made to be a Loan by such Issuer for the account of such Lender and shall constitute outstanding principal or (iii) by payment to such Issuer by the Administrative Agent of amounts otherwise payable to such Lender under such Lender's Notethis Agreement. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank an Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which that has funded its participating interest therein, in immediately available funds, like funds as received an amount equal to such Lender's Percentage ’s Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Credit Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) If any payment by a Borrower received by the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Revolving Credit Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Revolving Credit Lender that received such distribution shall, upon demand by the Administrative Agent, contribute such Revolving Credit Lender’s Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Administrative Agent upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the an Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.44.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage ratably in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by the than amounts owing to such Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this under Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding2.13). (b) In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by such Issuing Bank, the such Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Lender. Upon receipt of such failurenotice, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the such Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount Ratable Share of such paymentpayment in same day funds, and the Administrative Agent shall promptly pay such amount amount, and any other amounts received by the Administrative Agent for such Issuing Bank's account pursuant to the this Section 4.6(b), to such Issuing Bank. Lender's payments of its Percentage If the Administrative Agent so notifies such Lender prior to 10:00 A.M. (Phoenix time) on any Business Day, such Lender shall make available to the Administrative Agent for the account of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under Issuing Bank such Lender's NoteRatable Share of the amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made its Ratable Share of the amount of such payment available to the Administrative Agent for the account of such Issuing Bank, such Lender agrees to pay to the Administrative Agent for the account of such Issuing Bank forthwith on demand such amount, together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank, at the Federal Funds Rate. The failure of any Lender to make available to the Administrative Agent for the account of the such Issuing Bank its Percentage of the unreimbursed amount such Lender's Ratable Share of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount Ratable Share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Lenders to an Issuing Bank receives in reimbursement of amounts paid by it under a payment on account Facility Letter of a Reimbursement ObligationCredit shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Loans hereunder and such payments shall for all purposes be treated as Advances (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.3). Such Loans shall promptly pay be Base Rate Loans, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such LenderBorrower's Percentage thereofrights under Article II hereof. (d) Upon the request of the Administrative Agent or any Lender, the an Issuing Bank shall furnish to such the requesting Administrative Agent or Lender copies of any Facility Letter of Credit or Reimbursement Agreement to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or the Lender. (e) The obligations of a Lender the Lenders to make payments to the Administrative Agent for the account of the an Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances, notwithstanding: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), such Issuing Bank, the Administrative Agent, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Administrative Agent or the Issuing Bank to make any reports required pursuant to Section 4.8; or (vi) the occurrence of any Default or Event of Default.

Participation. 250/290 East ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6th Amendment of Purchase Agreement (a) Immediately upon issuance by As additional consideration for the Issuing Bank transaction contemplated herein, Purchaser hereby grants, transfers, assigns and conveys to Seller the Seller Leasing Profits Interest, which grant and interest shall continue until the final payment of the Seller Leasing Profits Interest is made (but in no event shall it continue after any transfer of the Property to a third party as a result of an arm’s length sale (a “Transfer”)); provided, however, that any obligation to make any payments accruing on or prior to the date of any Facility Letter such Transfer shall continue after any such Transfer. The Seller Leasing Profits Interest shall mean with respect to any initial leases (but not any replacements or subsequent leases) for all or any portion of Credit the second or third floor of the ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Buildings entered into after the Closing Date for up to a total of 100,000 square feet of rentable space, payment to Seller by Purchaser pursuant to the Seller Leasing Profits Interest Formula up to a total amount of $5,500,000. The Seller Leasing Profits Interest Formula shall be the NOI for the first year of any such lease divided by 10% minus the Development Costs attributable to any such lease up to a maximum payment to Seller of $55 per square foot of any such lease. For the purposes of this Section 1.6(a), NOI shall mean the net operating income for the lease using prorated taxes and operating expenses forecast at 95% occupancy for the year in accordance which the lease commences, with free rent and concessions deducted evenly over the procedures set forth in Section 3.4term of the lease without interest, each Lender as such NOI is reasonably agreed upon by Seller and Purchaser. Development Costs shall mean commercially reasonable tenant improvements, leasing commissions, legal fees and all other costs of a tenant inducement type nature solely attributable to such leased premises or the requirements of such lease; provided, however, that if any incentive would affect more than the leased premises, it shall be deemed applicable to have irrevocably the leased premises on a pro rata basis of the total building rentable square footage for purposes of allocating Development Costs. Until Seller has been paid the full amount of the Seller Leasing Profits Interest, Purchaser shall provide to Seller: (i) copies of any leasing reports provided by Purchaser or to Purchaser by Purchaser’s leasing broker, (ii) a copy of the proposed lease prior to execution for review purposes only (and unconditionally purchased not for approval, provided that such lease provides for $13 per square foot net rent) and received from (iii) a copy of the Issuing Bankfinal executed lease. Examples of the calculation of the Seller Leasing Profits Interest are set forth on Exhibit A attached hereto and made a part hereof. (b) Seller and Purchaser acknowledge that Purchaser will be constructing a parking garage that when combined with existing parking will provide 1434 covered parking spaces which will be sufficient to meet the VHA, without recourseAvelo and projected spec leasing requirements. As additional consideration for the transaction contemplated herein, representation Purchaser hereby grants, transfers, assigns and conveys to Seller the Seller Parking Profits Interest, which grant and interest shall continue until the final payment of the Seller Parking Profits Interest is made (but in no event shall it continue after any Transfer of the Property; provided, however, that any obligation to make any payments accruing on or warrantyprior to the date of any such Transfer shall continue after any such Transfer). The Seller Parking Profits Interest shall be a payment to Seller by Purchaser pursuant to the Seller Parking Profits Interest Formula up to the amount of $2,500,000. The Seller Parking Profits Interest Formula shall be, with respect to new leases after the Effective Date for the aggregate of the existing 100,000 square feet of unleased space for all or any portion of the second or third floor of the ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Buildings (the “Vacant Space”) that, do not require additional covered parking spaces beyond the projected 1,434 covered parking spaces to be constructed, a payment of $9,000, per covered space not required, up to $2,500,000 (277 spaces) on a pro rata basis based on the percentage of square footage leased. Until Seller has been paid the full amount of the Seller Parking Profits Interest, Purchaser shall provide to Seller: (i) any documentation to support any new or existing tenant’s parking requirements pursuant to its lease, (ii) copies of any leasing reports provided by Purchaser or to Purchaser by Purchaser’s leasing broker, (iii) a copy of the proposed lease prior to execution for review purposes only (and not for approval) and (iii) a copy of the final executed lease. An example of the calculation of the Seller Parking Profits Interest is set forth on Exhibit B hereto and made a part hereof 250/290 East ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6th Amendment of Purchase Agreement (c) As additional consideration for the transaction contemplated herein, Purchaser hereby grants, transfers, assigns and conveys to Seller the Seller Profits Interest, which grant and interest shall continue until the final payment of the Seller Profits Interest is made (but in no event shall it continue after any Transfer of the Property; provided, however, that any obligation to make any payments accruing on or prior to the date of any such Transfer shall continue after any such Transfer. The Seller Profits Interest shall mean an undivided interest and participation amount equal to such Lender's Percentage in such Facility Letter Seller’s Cash Flow Interest and Seller’s Capital Event Interest. Seller’s Cash Flow Interest shall mean an amount equal to the product of Credit 10% times Net Cash Flow after Purchaser has received the return of its capital and a 15% return of its capital. Seller’s Capital Event Interest shall mean 10% of the aggregate of all net proceeds (includingafter paying off any debt and reasonable and customary expenses and after Purchaser has received the return of its capital and a 15% return of its capital) from any sale of the Property, any other sale or refinancing and any condemnation, collection of insurance proceeds (other than business interruption proceeds) or other capital event (any of the preceding items being a “Capital Event”) occurring with respect to the Property. Net Cash Flow shall mean (i) the amount by which gross income of the Project (which shall include, without limitation, all obligations income received by Purchaser from and in connection with any leasing activity) exceeds operating expenses (which shall mean the actual cash operating expenses of the Borrower Property incurred during the period in question and which are consistent with respect theretogenerally accepted operating practices for similar properties), (ii) cash resulting from the foregoing calculation is actually distributed to the entities owning Purchaser and (iii) Purchaser has received the return of its capital and a 15% return of its capital. The total amount of the Seller Profit Interest shall not exceed $1,000,000 (subject to the terms of the last paragraph of this Section 1.6 below). The Seller Profits Interest shall be secured by a subordinate lien deed of trust, subordinate to all related mortgages, mezzanine debt and equity providers. There shall not be deducted as an expense in calculating Net Cash Flow any overhead of Purchaser or any affiliate of Purchaser (such as general accounting and executive offices, telephones, secretaries, etc.) nor salaries to employees or partners of Purchaser or an affiliate of Purchaser, except for ordinary and customary expenses for an onsite property management office. The following shall also be approved for operating expenses: (i) an asset management fee of one percent (1%) of gross revenues, (ii) a leasing commission or an override commission that together do not exceed six and three-quarters percent (6.75%) of base rent in total, (iii) the property management fee not to exceed two percent (2%) of gross revenue and (iv) a construction management fee of all construction performed in the building up to five percent (5%) of total construction costs inclusive of any construction management fee paid to contractors. Additionally, the budget will include a development fee in the amount of two and one-half percent (2.5%) of the total project cost. Federal or state income taxes of Purchaser shall not be deducted in calculating Net Cash Flow. Any non-cash deductions such as investment tax credits and depreciation shall not be deducted in calculating Net Cash Flow. 250/290 East ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6th Amendment of Purchase Agreement Purchaser shall keep all accounts, books and records relating to the Property in accordance with good accounting practices, consistently applied. Seller shall have the right, at its sole cost and expense, at all reasonable times during business hours to examine and make copies of the books on account of the Purchaser and the Property. Purchaser shall submit to Seller on an annual basis audited financial statements for the Property and the calculation of the return each year. Additionally, Purchaser shall present a certified statement of the amount of distributions to the owners of Purchaser for the prior fiscal year. Purchaser shall provide Seller with notice in writing five business days in advance of consummating any Capital Event. Should the Property at any time incur an operating deficit or other loss, Purchaser may advance to the Property an amount sufficient to cover such operating deficit or other loss. Advances by the Purchaser to the Property for such purposes shall constitute Purchaser’s equity. Any Purchaser’s equity or loans by owners of Purchaser to Purchaser shall be pari passu with Seller’s rights hereunder and under shall be repaid if and when Seller receives payments in connection with the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank Seller Profits Interest. Seller shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained share in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation obligations with respect to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued loss suffered by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereofProperty. (d) Upon The provisions of this Section 1.6 shall survive the request Closing. Seller by its acceptance hereof does not become a partner of Purchaser and in no event shall Seller be liable for any of the Administrative Agent debts, obligations or liabilities of Purchaser or any Lenderaffiliate of Purchaser or claim any of the tax benefits resulting from the ownership of the Property, including without limitation any depreciations or tax investment credit on any or all of the Issuing Bank Property nor is Seller liable for any contributions to the Purchaser. Seller’s only interest created hereunder is the right to Seller’s Cash Flow Interest and/or Seller’s Capital Event Interest and/or the Seller Leasing Profits Interest and/or the Seller Parking Profits Interest, if any. 250/290 East ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 6th Amendment of Purchase Agreement The amounts, if any, which may be payable for the Seller’s Cash Flow Interest shall furnish be payable on the same date as any distributions relating to such Administrative Agent or Lender copies Net Cash Flow are made to the entities owning Purchaser. The amounts, if any, which may be payable for the Seller’s Capital Event Interest shall be payable by Purchaser on the date of any Facility Letter Capital Event. The amounts, if any, which may be payable for the Seller Leasing Profits Interest shall be payable within 30 days of Credit the full execution of any applicable lease; provided, however, that any unpaid balance of the Seller Leasing Profits Interest ($5,500,000 minus any amounts previously paid to which Seller as Seller Leasing Profits Interest) shall be paid on the Issuing Bank is party date of any Capital Event if and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent extent that there still exists any accrued Seller’s Capital Event Interest that would otherwise be payable pursuant to Section 1.6(c) but for the account $1,000,000 cap set forth therein. The amounts, if any, which may be payable for the Seller Parking Profits Interest shall be payable as follows: (i) 60% of the Issuing Bank with respect to a Facility Letter of Credit applicable Seller Parking Profits Interest payment shall be absolute, unconditional paid within 30 days of the full execution of the applicable lease and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure (ii) the remaining 40% of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such applicable Seller Parking Profits Interest payments shall be paid on the earlier of (i) within 30 days after the existing 100,000 square feet of the Vacant Space is completely leased or (ii) upon the date of any Capital Event in which event payment to Seller shall be made in accordance with prior to any payment to Purchaser of the terms proceeds of the Capital Event. In addition, one-half (1/2) of any unpaid balance of the Seller Parking Profits Interest shall be paid on the date of any Capital Event if and conditions to the extent that there still exists any accrued Seller’s Capital Event Interest that would otherwise be payable pursuant to Section 1.6(c) but for the $1,000,000 cap set forth therein and after first paying the unpaid Seller Leasing Profits Interest pursuant to the foregoing sentence. Examples of this Agreement under all circumstancesthe timing and payment of the Seller Parking Profits Interest are set forth on Exhibit C attached hereto and made a part hereof. Examples of the waterfall for the payment of the Seller Capital Event Interest, the Seller Leasing Profits Interest and the Seller Parking Profits Interest are set forth on Exhibit D attached hereto and made a part hereof. Seller shall be entitled to receive any payments owed as Seller Profits Interest, Seller Leasing Profits Interest and Seller Parking Profits Interest upon the occurrence of each Capital Event, to the extent available, including and until a Transfer of the Property occurs.

Participation. (a) Immediately upon issuance by the Issuing Bank Issuer of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, 2.4.3 each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankIssuer, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage its Pro Rata Share in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstandingCredit. (b) In the event that the Issuing Bank Issuer makes any payment under any Facility Letter of Credit and neither the Borrower nor any Subsidiary shall not have repaid such amount to the Issuing Bank Issuer pursuant to Section 3.7 hereof2.4.4, the Issuing Bank shall promptly notify the Administrative Agent, which Issuer shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank Issuer the amount of such Lender's Percentage Pro Rata Share of the unreimbursed amount of any such payment, and the Administrative Agent shall promptly pay such amount . If any Lender fails to make available to the Issuing Bank. Lender's Agent for the account of the Issuer any amounts due to the Issuer pursuant to this Section 2.4.5(b), the Issuer shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate, for the first three Business Days after such Lender receives such notice and thereafter, at the Floating Rate, payable (i) on demand, (ii) by setoff against any payments of its Percentage made to the Issuer for the account of such Reimbursement Obligation as aforesaid shall be deemed Lender or (iii) by payment to be a Loan the Issuer by the Agent of amounts otherwise payable to such Lender and shall constitute outstanding principal under such Lender's Notethis Agreement. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage Pro Rata Share of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank Issuer receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent it shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage Pro Rata Share thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances. (e) In the event any payment by the Borrower or any Subsidiary or Affiliate of the Borrower received by the Issuer or the Agent with respect to a Facility Letter of Credit and distributed to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Issuer or the Agent in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Agent, contribute such Lender's Pro Rata Share of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuer upon the amount required to be repaid by it.

Participation. (a) Immediately upon issuance by the an Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.44.4, each Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received from the such Issuing Bank, without recourse, representation recourse or warranty, an undivided interest and participation equal to participation, in the amount of its Revolving Credit Ratable Share of, such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and thereto other Loan Documents; provided that a Letter of Credit issued by the than amounts owing to such Issuing Bank under Section 3.2). Immediately upon the Revolving Credit Declining Lender’s Termination Date of a Revolving Credit Declining Lender or termination of the Revolving Credit Commitment of a Revolving Credit Declining Lender pursuant to Section 2.21, each other Revolving Credit Lender shall not be deemed to be have irrevocably and unconditionally purchased and received from such Revolving Credit Declining Lender, without recourse or warranty, a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter such Revolving Credit Declining Lender’s undivided interest and participation in all outstanding Letters of Credit outstanding(in the proportion of the Revolving Credit Ratable Shares of such purchasing Lenders determined immediately following the termination of the Revolving Credit Commitment of such Revolving Credit Declining Lender) such that, upon such purchase, each Revolving Credit Lender holds an undivided interest and participation in all outstanding Letters of Credit in the amount of its then Revolving Credit Ratable Share thereof. (b) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall exercise commercially reasonable efforts to promptly notify the Borrower and the Administrative Agent thereof and the date required for payment of such drawing under such Letter of Credit. In the event that the an Issuing Bank makes any payment under any Facility Letter of Credit, the Borrower shall unconditionally reimburse such Issuing Bank not later than 2:00 p.m. (EST) on the next Business Day immediately following the day on which the Borrower receives notice of such payment from the Issuing Bank, whether payment is made through a Revolving Credit and Advance hereunder or otherwise. If the Borrower shall not have repaid such amount to the such Issuing Bank pursuant to Section 3.7 hereofon or before the date of such payment by such Issuing Bank, the such Issuing Bank shall promptly so notify the Administrative Agent, which shall promptly so notify each Lender Revolving Credit Lender. Upon receipt of such failurenotice, and each Revolving Credit Lender severally agrees that it shall promptly and unconditionally pay to the Administrative Agent (in same day funds) for the account of the such Issuing Bank the amount of such Revolving Credit Lender's Percentage ’s Revolving Credit Ratable Share of the unreimbursed amount of payments so made by such paymentIssuing Bank, and the Administrative Agent shall promptly pay such amount amount, and any other amounts received by the Administrative Agent for such Issuing Bank’s account pursuant to the this Section 4.6(b), to such Issuing Bank. Lender's payments of its Percentage If the Administrative Agent so notifies such Revolving Credit Lender prior to 11:00 a.m. (New York time) on any Business Day, such Revolving Credit Lender shall make available to the Administrative Agent for the account of such Reimbursement Obligation as aforesaid Issuing Bank such Revolving Credit Lender’s Revolving Credit Ratable Share of the amount of such payment on such Business Day in same day funds. If and to the extent such Revolving Credit Lender shall be deemed not have so made its Revolving Credit Ratable Share of the amount of such payment available to be a Loan by the Administrative Agent for the account of such Issuing Bank, such Revolving Credit Lender and shall constitute outstanding principal under agrees to pay to the Administrative Agent for the account of such Lender's NoteIssuing Bank forthwith on demand such amount, together with interest thereon, for each day from the date such payment was first due until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank, at the Federal Funds Effective Rate. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of the such Issuing Bank its Percentage of the unreimbursed amount such Revolving Credit Lender’s Revolving Credit Ratable Share of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount Revolving Credit Ratable Share of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever The payments made by the Revolving Credit Lenders to an Issuing Bank receives in reimbursement of amounts paid by it under a payment on account Letter of a Reimbursement ObligationCredit shall constitute, including any interest thereonand the Borrower hereby expressly acknowledges and agrees that such payments shall constitute, Revolving Credit Advances hereunder and such payments shall for all purposes be treated as Revolving Credit Advances (notwithstanding that the Issuing Bank amounts thereof may not comply with the provisions of Section 2.5). Such Revolving Credit Advances shall promptly pay be ABR Advances, subject to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereofBorrower’s rights under Article II hereof. (d) Upon the request of the Administrative Agent or any Revolving Credit Lender, the an Issuing Bank shall furnish to such the requesting Administrative Agent or Revolving Credit Lender copies of any Facility Letter of Credit or Application to which the such Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lenderparty. (e) The obligations of a Lender the Revolving Credit Lenders to make payments to the Administrative Agent for the account of the an Issuing Bank with respect to a Facility Letter of Credit and the Borrower’s reimbursement obligations in respect of Letters of Credit hereunder shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances, including, without limitation, the following: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), such Issuing Bank, the Administrative Agent, any Revolving Credit Lender, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any other Loan Party and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any failure by the Administrative Agent or an Issuing Bank to make any reports required pursuant to Section 4.8; or (vi) the occurrence of any Default or Unmatured Default. (f) The Borrower’s reimbursement obligations in respect of Letters of Credit hereunder and the obligations of Revolving Credit Lenders to make payments to the Administrative Agent for the account of an Issuing Bank under this Section 4.6 shall, in each case, continue until all Letters of Credit of such Issuing Bank have expired, regardless of whether (i) such Letter of Credit has been Cash Collateralized in accordance with Section 4.10, (ii) the Revolving Credit Facility Termination Date has occurred or (iii) the Issuing Bank of such Letter of Credit is a Revolving Credit Declining Lender or has been replaced pursuant to Section 2.20.

Participation. (a) Immediately Each U.S. Lender, upon issuance by the Issuing Bank of any Facility a U.S. Letter of Credit (or, in accordance with the procedures set forth in Section 3.4case of each Existing U.S. Letter of Credit, each Lender on the Closing Date), shall be deemed to have irrevocably and unconditionally purchased and received without recourse a risk participation from the U.S. Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage Lender in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility U.S. Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest thereinobligations arising thereunder, in immediately available funds, each case in an amount equal to such Lender's Percentage thereof. (d) Upon the request its pro rata share of the Administrative Agent or any Lender, the Issuing Bank shall furnish to obligations under such Administrative Agent or Lender copies of any Facility U.S. Letter of Credit (based on the respective U.S. Commitment Percentages of the U.S. Lenders) and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments pay to the Administrative Agent for the account U.S. Issuing Lender therefor and discharge when due, its pro rata share of the Issuing Bank with respect to a Facility obligations arising under such U.S. Letter of Credit shall be absolute, unconditional Credit. Without limiting the scope and irrevocable, not subject to nature of each U.S. Lender's participation in any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility U.S. Letter of Credit, and to the extent that the U.S. Issuing Lender has not been reimbursed as required hereunder or under any such payments U.S. Letter of Credit, each such U.S. Lender shall pay to the U.S. Issuing Lender its pro rata share of such unreimbursed drawing in same day funds on the day of notification by the U.S. Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The obligation of each U.S. Lender to so reimburse the U.S. Issuing Lender shall be made in accordance absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Airgas to reimburse the U.S. Issuing Lender under any U.S. Letter of Credit, together with the terms and conditions of this Agreement under all circumstancesinterest as hereinafter provided.

Participation. (a) Immediately upon issuance by the Issuing Any Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bankmay, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations the consent of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed Borrower, at any time sell to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more Persons (each a "Participant") participating interests in any Revolving Loan owing to such Bank, any Note held by such Bank, any Commitment of such Bank hereunder or any other interest of such Bank hereunder. In the conditions contained in Section 5.2 is not then satisfiedevent of any such sale by a Bank of a par ticipating interest to a Participant, such Bank's obligations under this Agreement shall remain un changed, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Note for all purposes under this Agreement, and the Borrower and the Agent shall continue to deal solely and directly with such Bank in the event the Issuing Bank receives connection with such a notice it shall have no further obligation to issue any Facility Letter of Credit until such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of Bank's rights and obligations under this Agreement. Each Lender's obligation In no event shall a Bank that sells a participation be obligated to make further Loans the Participant to Borrower take or refrain from taking any action hereunder except that such Bank may agree that it will not (other than except as provided below), without the consent of the Participant, agree to (i) the change of any payments such Lender date fixed for the payment of principal of or interest on the related Revolving Loan or Revolving Loans, (ii) the change of the amounts of any principal, interest or fees due on any date fixed for the payment thereof with respect to the related Revolving Loan or Revolving Loans, (iii) the change of the principal or the related Revolving Loan or Revolving Loans, (iv) any change in the rate at which either interest is required payable thereon or (if the Participant is entitled to make under subparagraph (bany part thereof) below) or to purchase an interest a commitment fee is payable hereunder from the Issuing rate at which the Participant is entitled to receive interest or a commitment fee (as the case may be) in respect of such participation, (v) the release or substitution of all or any substantial part of the collateral (if any) held as security for the Revolving Loans, or (vi) the release of any Guarantee given to support payment of the Revolving Loans. Each Bank selling a participating interest in any subsequent letters Revolving Loan, Note, Commitment or other interest under this Agreement shall, within ten (10) Domestic Business Days of credit issued by such sale, provide the Issuing Bank on behalf of Borrower shall be reduced and the Agent with written notification stating that such sale has occurred and identifying the Participant and the interest purchased by such Lender's Percentage of Participant. Except as otherwise expressly provided in Article 8, the undrawn portion of each Facility Letter of Credit outstanding. (b) In Agent, the event that the Issuing Bank makes any payment under any Facility Letter of Credit Banks and the Borrower agree that each Participant shall not have repaid such amount be entitled to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender benefits of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank Article 8 with respect to a Facility Letter of Credit shall be absoluteits participation in Revolving Loans outstanding from time to time, unconditional and irrevocable, not subject but only to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any the extent that such Issuing Bank which sold the relevant participation would have been entitled thereto pursuant to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesAgreement.

Participation. If PAA at any time proposes to file a prospectus supplement to an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (ax) Immediately upon issuance a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), then, as soon as practicable following the engagement of counsel to PAA to prepare the documents to be used in connection with an Underwritten Offering, PAA shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (a "Piggyback Registration"); provided, however, that PAA shall not be required to offer such opportunity to Holders if PAA has been advised by the Issuing Bank Managing Underwriter that the inclusion of any Facility Letter Registrable Securities for sale for the benefit of Credit the Holders will have an adverse effect on the price, timing or distribution of the Common Units. Subject to Section 2.02(b), PAA shall include in such Underwritten Offering all such Registrable Securities ("Included Registrable Securities") with respect to which PAA has received requests within three hours after PAA's notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the procedures set forth in Section 3.4specified time, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under the Guaranty and other Loan Documents; provided that a Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance of such Letter of Credit that one or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it Holder shall have no further obligation right to issue participate in such Piggyback Registration. If, at any Facility Letter time after giving written notice of Credit until its intention to undertake an Underwritten Offering and prior to the closing of such notice is withdrawn by that Lender or the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance with the provisions of this Agreement. Each Lender's obligation Underwritten Offering, PAA shall determine for any reason not to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) undertake or to purchase an interest from delay such Underwritten Offering, PAA may, at its election, give written notice of such determination to the Issuing Bank Selling Holders and, (x) in any subsequent letters the case of credit issued by the Issuing Bank on behalf of Borrower a determination not to undertake such Underwritten Offering, shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender relieved of its obligation hereunder to make available sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to the Administrative Agent delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the account same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder's request for inclusion of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date Selling Holder's Registrable Securities in such payment is offering by giving written notice to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. (d) Upon the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance PAA of such Facility Letter withdrawal up to and including the time of Credit, and pricing of such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstancesoffering.

Participation. (a) Immediately upon Simultaneously with the issuance by the Issuing Bank Administrative Agent of any Facility Letter of Credit in accordance with the procedures set forth in Section 3.4Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing BankAdministrative Agent, without recourse, representation recourse or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder and under any security therefor or Guaranty pertaining thereto, equal to such Lender's Pro Rata Share of such Letter of Credit. (b) Each Lender hereby agrees that it shall pay to the Guaranty and other Loan Documents; provided that a Administrative Agent, prior to 12:00 noon (local time for the Administrative Agent) on the date of each Letter of Credit issued by the Issuing Bank shall not be deemed to be a Facility Letter of Credit for purposes of this Section 3.6 if the Issuing Bank shall have received written notice from any Lender on or before the Business Day prior to the date of its issuance drawing such Lender's Pro Rata Share of such Letter of Credit drawing; PROVIDED, that one if the Borrower should pay in full or more of the conditions contained in Section 5.2 is not then satisfied, and in the event the Issuing Bank receives such a notice it shall have no further obligation to issue part any Facility Letter of Credit until such notice is withdrawn by that Lender or drawing on the Issuing Bank receives a notice from the Administrative Agent that such condition has been effectively waived in accordance date thereof with the provisions proceeds of this Agreement. Each Lender's a Revolving Loan, the obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent letters of credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount Lender to the Issuing Bank pursuant to Section 3.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Administrative Agent shall promptly pay such amount to the Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Bank its Percentage of the unreimbursed amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this Section 3.6(b) with respect to such drawing shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, reduced by an amount equal to such Lender's Percentage thereof. (d) Upon Pro Rata Share of such payment by the request Borrower that is received by the Administrative Agent. Amounts paid in excess of the Administrative Agent or any Lender, the Issuing Bank net amount so owed shall furnish to such Administrative Agent or Lender copies of any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably promptly be requested refunded by the Administrative Agent or to such Lender. (ec) The obligations obligation of a each Lender to make payments pay to the Administrative Agent for the account its Pro Rata Share of the Issuing Bank with respect to a Facility each Letter of Credit drawing, or of the amount thereof not repaid by the Borrower as described above, shall be absolute, unconditional and irrevocable, unconditional, shall not be subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility Letter of Credit, and such payments shall be made binding in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against the other, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transactions; (iii) any draft or any other document presented under this Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement; or (v) the occurrence or continuance of any Default. (d) If any Lender shall fail to pay the amount of its participation in a Letter of Credit drawing on the date such amount is due in accordance with subparagraph (b) above, the Administrative Agent shall be deemed to have advanced funds on behalf of such Lender. Each such advance shall be secured by such Lender's participation interest, and the Administrative Agent shall be subrogated to such Lender's rights hereunder in respect thereof. Such advance may be repaid by application by the Administrative Agent of any payment which such Lender is otherwise entitled to receive under this Agreement. Any amount not paid by such Lender to the Administrative Agent hereunder shall bear interest for each day from the day such payment was due until such payment shall be paid in full at a rate per annum equal to the highest rate then payable by the Borrower under this Agreement.