Common use of Participation Clause in Contracts

Participation. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Lender may 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 Lender’s Revolving Percentage in such Facility Letter of Credit (including, without limitation, all obligations of Borrower with respect thereto) and all related rights hereunder. Each Revolving Lender’s obligation to make further Revolving Loans to Borrower (other than any payments such Revolving Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing Bank in any subsequent Facility Letters of Credit issued by written notice given the Issuing Bank on behalf of Borrower shall be reduced by such Revolving Lender’s Revolving 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 Borrower shall not have repaid such amount to the Issuing Bank pursuant to Section 2A.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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Revolving Lender’s Applicable Revolving Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Lender’s payments of its Revolving Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Revolving Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Revolving Lender’s Revolving Note. The failure of any Revolving Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Revolving Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired other Revolving Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Revolving Lender which fails to make any payment required pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) pay to each Revolving Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Revolving Lender’s Revolving 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon the issuance on or after the Agreement Effective Date by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Lender may 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 Revolving Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder. Each Revolving Lender’s obligation to make further 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 Facility Letters of Credit issued by written notice given the Issuing Bank on behalf of Borrower shall be reduced by such Lender’s Revolving 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 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Revolving Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Lender’s payment of its Revolving Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The Administrative Agent shall notify the Borrower failure of any participations in any Swingline Loan acquired pursuant Revolving Lender to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made make available to the Administrative Agent and for the account of the Issuing Bank its Revolving Percentage of the unreimbursed amount of any such payment shall not relieve any other Revolving Lender of its obligation hereunder to make available to the Swingline LenderAdministrative Agent for the account of such Issuing Bank its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any amounts received by Revolving Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Swingline Lender from Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Borrower (or other party Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Revolving Lenders and the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) pay to each Revolving Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Revolving 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a Participation Interest from the applicable Issuing Lender may by written notice given in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its pro rata share of the obligations under such Letter of Credit (ratably in proportion to the ratio that its respective Commitment bears to the Aggregate Commitment) and shall absolutely, unconditionally and irrevocably assume and be obligated to pay to such Issuing Lender 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 Lender’s Participation Interest in any Letter of Credit, to the extent that the applicable Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each such Lender shall pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage Issuing Lender its pro rata share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations unreimbursed drawing in Swingline Loans same day funds on the day of notification by the Administrative Agent of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) below. The obligation of each Lender to so reimburse each Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Unmatured Default, a Default or reduction any other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Commitmentsapplicable Borrower to reimburse the applicable Issuing Lender under any Letter of Credit, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoevertogether with interest as hereinafter provided. Each Lender shall comply with acknowledges and agrees that its obligation under this paragraph by wire transfer participation in each Letter of immediately available funds, in the same manner as provided in Section 2.07 with respect Credit will be automatically adjusted to Loans made by reflect such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations Lender’s ratable share of the Lenders), and the Administrative Agent shall promptly pay obligations under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations an assignment in any Swingline Loan acquired accordance with Section 13.01 or otherwise pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofCredit Agreement.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Lender may I understand that role play is an important learning and teaching technique on this training course and agree to take part in this activity. Role play on a Therapy training involves a preparedness to take the part of client or therapist as part of structured activities during practical teaching sessions. I agree to apply for an enhanced Disclosure and Barring Service (DBS) check where required by written notice given placements.  my behavior on the course is deemed inappropriate;  my contributions or my conceptual/theoretical understanding is below the academic standard necessary;  there are concerns about my participation in the course group;  my pattern of attendance is sporadic or I attend late/leave early to an inappropriate degree;  I fail to adhere to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require terms of this contract. I will abide by the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and ▇▇▇▇▇▇' Equal Opportunities Code: ▇▇▇▇▇▇ believes that each such payment shall individual has the right to be made without any offsetheard, abatementseen and respected on this training. ▇▇▇▇▇▇ values and actively engages with diversity of culture, withholding or reduction whatsoeverrace, religion, gender, age, sexuality and ability/disability. Each Lender shall comply with its obligation under this paragraph I will abide by wire transfer the Grievance procedure adopted by ▇▇▇▇▇▇ School of immediately available funds, in Art and Therapy: In the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower event of any participations in any Swingline Loan acquired pursuant to this paragraphcomplaint, and thereafter payments in respect of such Swingline Loan shall a written submission must be made to a Director of the Administrative Agent company. The Directors will investigate the complaint, involving input from the Course Tutor. If requested to do so, the complainant will agree to attend a meeting with the Director and not the complainant, possibly including the Course Tutor. The Director will make best endeavors to resolve the issue to the Swingline Lendercomplainant's satisfaction, however, the Director's decision will be final. Any amounts received I accept that I will receive the course award only if I meet the assessment criteria described in the course handbook. The training requires:  full attendance  full payment of fees  satisfactory completion of all written assignments  satisfactory skills practice assessment  satisfactory ongoing tutor evaluation during the course. In addition for the Transpersonal Arts in Therapy training students will need to:  complete personal therapy hours  satisfactorily complete all placement requirements. If I do not meet these criteria I understand that I will receive a certificate of attendance instead - unless at my own cost and in my own time I agree remedial action with ▇▇▇▇▇▇ School of Art and Therapy. I understand that I will need to undertake 40 hours of mandatory individual personal therapy funded by myself. These hours are to be undertaken on a regular basis throughout the Swingline Lender whole training. Placement cannot begin until a minimum of 10 hours of Personal Therapy is undertaken. Full attendance is expected on all components of the course. By negotiation in advance, or in cases of illness, or in exceptional circumstances where attendance is impossible, 85% attendance will be accepted to fulfill the Award requirements. In these cases you must inform ▇▇▇▇▇▇ at the earliest opportunity, and discuss with the tutors what steps will be necessary to catch up on the material you miss. Attendance below 85% will exclude you from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted City & Guilds Award. All non EEA nationals also have to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent conform to the Lenders that shall have made their payments pursuant to this paragraph UK Home Office Visa and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofImmigration visa requirements.

Participation. The Swingline Lender If at any time McMoRan 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 McMoRan 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 McMoRan 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 McMoRan to prepare the documents to be used in connection with an Underwritten Offering, McMoRan shall give written notice given 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 McMoRan 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 McMoRan Common Stock in the Underwritten Offering, then (a) McMoRan shall not be required to offer such opportunity to the Administrative Agent Holders, in which case McMoRan 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 10:00 a.m.24 hours after the pricing of the Underwritten Offering, New York City timeor (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 offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b), in which case McMoRan shall provide the Holders written advisement of their reduced participation (which notice need not include any explanation of the reasons for 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 2.2(a) to Holders shall be provided on a Business Day require pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by the Lenders Holder (provided that the failure of the Holder to acquire participations on confirm receipt shall not affect the validity or timing of delivery of such notice). Each such Holder shall have two (2) Business Days (or one (1) Business Day in all 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 portion Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt closing of such noticeUnderwritten Offering, the Administrative Agent will McMoRan shall determine for any reason not to undertake or to delay such Underwritten Offering, McMoRan may, at its election, give written notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay determination to the Administrative AgentSelling Holders and, for (x) in the account case of the Swingline Lendera determination not to undertake such Underwritten Offering, such Lender’s Applicable Percentage shall be relieved of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations sell any Included Registrable Securities in Swingline Loans pursuant to this paragraph is absolute connection with such terminated Underwritten Offering, and unconditional and shall not be affected by any circumstance whatsoever, including (y) in the occurrence and continuance case of a Default or reduction or termination of the Commitmentsdetermination to delay such Underwritten Offering, and that each such payment shall be made without permitted to delay offering any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, Included Registrable Securities for the same period as the delay in the same manner as provided 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 Section 2.07 with respect such Underwritten Offering by giving written notice to Loans made by McMoRan of such Lender (and Section 2.07 shall apply, mutatis mutandis, withdrawal at least one Business Day prior to the payment obligations time of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect pricing of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofUnderwritten Offering.

Participation. The Swingline (a) Immediately upon issuance by an Issuing Bank of any Facility Letter of Credit in accordance with Section 4.4 (and, in the case of the Existing Letters of Credit, on the Closing Date), each Revolving Credit Lender may by written shall be deemed to have irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and 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 other than amounts owing to such Issuing Bank under Section 3.2 or 4.7(b)). 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 be deemed to have irrevocably and unconditionally purchased and received from such Revolving Credit Declining Lender, without recourse or warranty, a portion of each such Revolving Credit Declining 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 Revolving Credit Declining 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. (b) Upon receipt from the beneficiary of any Facility Letter of Credit of any notice given of a drawing under such Facility 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 Facility Letter of Credit. In the event that an Issuing Bank makes any payment under any Facility Letter of Credit, the Borrower shall immediately and unconditionally upon notice thereof reimburse the Issuing Bank therefor, whether through a Revolving Credit Advance hereunder or otherwise. If the Borrower shall not later than 10:00 a.m.have repaid such amount to such Issuing Bank on or before the date of such payment by such Issuing Bank, New York City timesuch Issuing Bank shall promptly so notify the Administrative Agent, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstandingwhich shall promptly so notify each Revolving Credit Lender. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon Upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Credit Lender hereby absolutely severally agrees that it shall promptly and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent (in same day funds) for the account of such Issuing Bank the Swingline Lender, amount of such Revolving Credit Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination Revolving Credit Ratable Share of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans payments so made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Issuing Bank, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraphsuch amount, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by for such Issuing Bank’s account pursuant to this Section 4.6(b), to such Issuing Bank. If the Administrative Agent so notifies such Revolving Credit Lender prior to the Lenders that 11:00 a.m. (New York time) on any Business Day, such Revolving Credit Lender shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or make available to the Administrative Agent, as applicable, if Agent for the account of such 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 not have so made its Revolving Credit Ratable Share of the amount of such payment is required to be refunded available to the Borrower Administrative Agent for any reasonthe account of such Issuing Bank, such Revolving Credit 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 Effective Rate. The purchase failure of participations in a Swingline Loan pursuant any Revolving Credit Lender to this paragraph make available to the Administrative Agent for the account of such Issuing Bank 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 Revolving Credit Ratable Share of any payment on the date such payment is to be made. (c) The payments made by the Revolving Credit Lenders to an Issuing Bank in reimbursement of amounts paid by it under a Facility Letter of Credit shall constitute, and 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 amounts thereof may not comply with the provisions of Section 2.5). Such Revolving Credit Advances shall be ABR Advances, subject to the Borrower’s rights under Article II hereof. (d) Upon the request of the Administrative Agent or any Revolving Credit Lender, an Issuing Bank shall furnish to the requesting Administrative Agent or Revolving Credit Lender copies of any default Facility Letter of Credit or Application to which such Issuing Bank is party. (e) The obligations of the Revolving Credit Lenders to make payments to the Administrative Agent for the account of 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 irrevocable, not subject to any qualification or exception whatsoever and shall be made in accordance with, but not subject to, the payment thereofterms 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 and, except as set forth in Section 4.10(x)(B) with respect to Non-Cash Collateralized Letters of Credit, 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 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, (ii) the Revolving Credit Facility Termination Date has occurred or (iii) the Issuing Bank of such Facility Letter of Credit is a Revolving Credit Declining Lender or has been replaced pursuant to Section 2.20 or its Revolving Credit Commitment has been terminated pursuant to Section 2.22(c)).

Participation. The Swingline Each Borrower acknowledges that Lender may, at its option, sell participation interests in the Loan to other participating lenders, which participations may be sold without Borrower’s consent, or Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and (but shall not be affected by obligated to) assign its interest in the Loan to other assignees (the “Assignee”) to be included as a pool of properties to be financed in a proposed Real Estate Mortgage Investment Conduit (REMIC), but any circumstance whatsoeversuch assignment to a REMIC shall require Borrower’s consent, including not to be unreasonably withheld, conditioned or delayed. Each Borrower agrees with each present and future participant in the occurrence and continuance of a Default Loan or reduction or termination Assignee of the CommitmentsLoan that if an Event of Default should occur, each present and that each such payment future participant or Assignee shall be made without any offset, abatement, withholding or reduction whatsoever. Each have all of the rights and remedies of Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made any deposit due from Borrower. The execution by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations a participant of the Lenders)a participation agreement with Lender, and the Administrative Agent execution by Borrower of this Agreement, regardless of the order of execution, shall promptly pay evidence an agreement between Borrower and said participant in accordance with the terms of this Section. If the Loan is assigned to the Swingline 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 if Lender assigns its interest in the amounts so received Loan to the Assignee for inclusion in the REMIC, with Borrower’s consent as required herein, Borrower agrees to provide the Assignee with such information as may be reasonably required by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations Underwriter in connection therewith or by an investor in any Swingline securities backed in whole or in part by the Loan acquired pursuant or any rating agency rating such securities. Borrower irrevocably waives any and all right it may have under applicable law to this paragraphprohibit such disclosure, including, but not limited to, any right of privacy, and thereafter payments in respect consents to the disclosure of such Swingline Loan shall be made information to the Administrative Agent and not Underwriter, to potential investors in the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph REMIC, and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofrating agencies.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 2A.4, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (i) Immediately upon the Agreement Execution Date with respect to the Original Facility Letters of Credit, by their execution hereof, and immediately upon each issuance by the Issuing Lender may of any other Facility Letter of Credit in accordance with the procedures set forth in Section 2.22(d), each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Lender, without recourse, representation or warranty, an undivided interest and participation equal to such Lender’s Ratable 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. Each Lender’s obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (ii) below) or to purchase an interest from the Issuing Lender in any subsequent Facility Letters of Credit issued by written notice given the Issuing Lender on behalf of Borrower shall be reduced by such Lender’s Ratable Share of the undrawn portion of each Facility Letter of Credit outstanding. (ii) In the event that the Issuing Lender makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Lender pursuant to Section 2.22(g) hereof, the Issuing Lender 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Lender the amount of such Lender’s Applicable Percentage Ratable Share of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Lender. Lender’s payments of its Ratable Share of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Lender its Ratable Share of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Lender its Ratable 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 Ratable 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2.22(f)(ii) shall be made deemed to be a Defaulting Lender hereunder. (iii) Whenever the Issuing Lender receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Lender shall promptly pay to the Administrative Agent and not 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 Ratable Share thereof. (iv) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Lender shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Issuing Lender of the proceeds of a sale of participations therein shall is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or Lender. (v) The obligations of a Lender to make payments to the Administrative Agent for the account of the Issuing 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 Lender to comply with the terms of this Agreement relating to the Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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 Borrower with respect thereto) and all related rights hereunder. 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 Facility Letters of Credit issued by written notice given 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 Borrower shall not have repaid such amount to the Issuing Bank pursuant to 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Each Revolving Lender, upon issuance of a Letter of Credit by an Issuing Lender, shall be deemed to have purchased without recourse a Participation Interest from such Issuing Lender may by written notice given in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion its pro rata share of the Swingline Loans outstanding. Such notice obligations under such Letter of Credit (based on the respective Revolving Commitment Percentages of the Revolving Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely unconditionally and unconditionally agrees, upon receipt of notice as provided above, irrevocably assume and be obligated to pay to the Administrative Agentsuch Issuing Lender and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit. Without limiting the scope and nature of each Revolving Lender's Participation Interest in any Letter of Credit, to the extent that relevant Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each such Revolving Lender shall pay to such Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by such Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) below. The obligation of each Revolving Lender to so reimburse the Issuing Lenders shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the relevant Issuing Lender under any Letter of any default in the payment thereofCredit, together with interest as hereinafter provided.

Participation. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.Each Lender, New York City timeupon issuance of a Letter of Credit (or, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion as of the Swingline Loans outstanding. Such notice Closing Date, in the case of the Closing Date Letters of Credit), shall specify be deemed to have purchased without recourse a participation from the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying applicable Issuing Lender in such notice Letter of Credit and the obligations arising thereunder, in each case in an amount equal to its pro rata share of the obligations under such Lender’s Applicable Percentage Letter of such Swingline Loan or Loans. Each Lender hereby absolutely Credit (based on the respective Revolving Commitment Percentages of the Lenders) and shall absolutely, unconditionally agreesand irrevocably assume, upon receipt of notice as provided aboveprimary obligor and not as surety, and be obligated to pay to the Administrative AgentIssuing Lender therefor and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each such Lender shall pay to the Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by the Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of any default in Credit, together with interest as hereinafter provided. As of the payment thereofClosing Date, each Closing Date Letter of Credit shall be deemed for all purposes of the Credit Agreement and the other Credit Documents to be a Letter of Credit.

Participation. The Swingline Lender (a) FICC and CME shall each determine which of its Clearing Members is eligible to become a Cross- Margining Participant; provided that in order to become a Cross-Margining Participant, a Clearing Member of either such Clearing Organization must be, or have an Affiliate that is, a Clearing Member of the other Clearing Organization that such other Clearing Organization has determined to be eligible to be a Cross-Margining Participant. A common Clearing Member of FICC and CME shall become a Cross-Margining Participant upon acceptance by FICC and CME of an agreement in the form of Appendix D hereto. A Clearing Member of FICC or CME and its Affiliate that is a Clearing Member of the other Clearing Organization shall become Cross-Margining Participants and Cross-Margining Affiliates of one another upon acceptance by FICC and CME of an agreement in the form of Appendix E hereto. Either FICC or CME may by require a Cross-Margining Participant to provide an opinion of counsel as to the enforceability of the provisions of this Agreement and the Rules of the applicable Clearing Organization with respect to such Cross-Margining Participant and its Cross-Margining Affiliate, if any. FICC shall notify CME, and CME shall notify FICC, upon acceptance of a Clearing Member as a Cross-Margining Participant, and the Clearing Organizations shall mutually agree on a start date for the Cross-Margining Participant. (b) In addition to the rights of each Clearing Organization discussed in Section 7 of this Agreement, either FICC or CME may terminate the participation of a particular Cross-Margining Participant upon two Business Days' prior written notice given to the Administrative Agent not later than 10:00 a.m.other Clearing Organization; provided, New York City timehowever, on any Business Day require the Lenders to acquire participations on that no such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans termination pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment subsection (b) shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 effective with respect to Loans made by such Lender (and Section 2.07 shall applyany Reimbursement Obligation or Guaranty, mutatis mutandisor any Maximization Reimbursement Obligation or Maximization Payment Guaranty, with respect to that Cross-Margining Participant or its Cross-Margining Affiliate that is incurred prior to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower effectiveness of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereoftermination.

Participation. The Swingline Each Borrower acknowledges that Lender may, at its option, sell participation interests in the Loan to other participating lenders, which participations may be sold without Borrower’s consent, or Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and (but shall not be affected by obligated to) assign its interest in the Loan to other assignees (the “Assignee”) to be included as a pool of properties to be financed in a proposed Real Estate Mortgage Investment Conduit (REMIC), but any circumstance whatsoeversuch assignment to a REMIC shall require Borrower’s consent, including not to be unreasonably withheld, conditioned or delayed. Each Borrower agrees with each present and future participant in the occurrence and continuance of a Default Loan or reduction or termination Assignee of the CommitmentsLoan that if an Event of Default should occur, each present and that each such payment future participant or Assignee shall be made without any offset, abatement, withholding or reduction whatsoever. Each have all of the rights and remedies of Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made any deposit due from Borrower. The execution by a participant of a participation agreement with Lender, and the execution by Borrower of this Agreement, regardless of the order of execution, shall evidence an agreement between Borrower and said participant in accordance with the terms of this Section. If the Loan is assigned to the 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 if Lender assigns its interest in the Loan to the Assignee for inclusion in the REMIC, with Borrower’s consent as required herein, Borrower agrees to provide the Assignee with such Lender (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 Section 2.07 shall applyall right it may have under applicable law to prohibit such disclosure, mutatis mutandisincluding, but not limited to, any right of privacy, and consents to the disclosure of such information to the Underwriter, to potential investors in the payment obligations REMIC, and to such rating agencies. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, Borrowers shall not be required to “gross-up” payments for United States withholding taxes to any Assignee or Person treated, for United States federal income tax purposes, as the owner of the Lendersassets of an Assignee if such Assignee is a disregarded entity for United States federal income tax purposes, that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Entity”), and the Administrative Agent shall promptly pay such Non-U.S. Entity fails to the Swingline Lender the amounts so received by it establish an exemption from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofUnited States withholding taxes.

Participation. The Swingline Lender may by written notice given If TLP at any time proposes to file a 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 Administrative Agent not later public in an Underwritten Offering other than 10:00 a.m.(x) a registration relating solely to employee benefit plans, New York City time(y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any Business Day registration form which does not permit secondary sales, does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities or would require that TLP effectuate a post-effective amendment to such registration statement to permit such Registrable Securities to be covered by the Lenders registration statement, then, as soon as practicable following the engagement of counsel to acquire participations on TLP to prepare the documents to be used in connection with an Underwritten Offering, TLP shall give notice of such Business Day proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in all or such Underwritten Offering such number of Registrable Securities (the "Included Registrable Securities") as each such Holder may request in writing (a portion "Piggyback Registration"); provided, however, that TLP shall not be required to offer such opportunity to Holders if TLP has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Swingline Loans outstandingHolders will have an adverse effect on the price or distribution of the Common Units. Such The notice required to be provided in this Section 2.02(a) to Holders shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon be provided on a business day pursuant to Section 3.01 hereof and receipt of such noticenotice shall be confirmed by each Holder. Each Holder shall then have seven calendar days to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, the Administrative Agent will give notice thereof such Holder shall have no further right to each Lender, specifying participate in such Piggyback Registration. If, at any time after giving written notice such Lender’s Applicable Percentage of its intention to undertake an Underwritten Offering and prior to the closing of such Swingline Loan Underwritten Offering, TLP shall determine for any reason not to undertake or Loans. Each Lender hereby absolutely and unconditionally agreesto delay such Underwritten Offering, upon receipt TLP may, at its election, give written notice of notice as provided above, to pay such determination to the Administrative AgentSelling Holders and, for (x) in the account case of the Swingline Lendera determination not to undertake such Underwritten Offering, such Lender’s Applicable Percentage shall be relieved of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations sell any Included Registrable Securities in Swingline Loans pursuant connection with such terminated Underwritten Offering, and (y) in the case of a determination to this paragraph is absolute 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 offering by giving written notice to TLP of such withdrawal up to and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance time of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect pricing of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofoffering.

Participation. The Swingline Lender may by written notice given Subject to all of the terms and conditions of this Agreement, the parties agree to participate in the sale and leasing transactions with respect to the Administrative Agent not later than 10:00 a.m.Aircraft provided for in this Article 2. (a) ASSIGNMENT, New York City timeSALE AND PURCHASE. By countersigning this Agreement, on any Business Day require Solitair, in consideration of $500,000 to be paid by the Lenders Owner Trustee to acquire participations on such Business Day in Solitair, hereby (i) agrees to assign its right to purchase the Aircraft from the Manufacturer, together with the Assigned Warranties, to the Seller pursuant to the Embraer Assignment Documents provided that the Seller agrees immediately to purchase the Aircraft from the Manufacturer pursuant to the Embraer Assignment Documents and to sell the Aircraft together with the Assigned Warranties to the Owner Trustee pursuant to the Seller Assignment Documents, (ii) consents to the sale of the Aircraft together with the Assigned Warranties by the Seller to the Owner Trustee pursuant to the Seller Assignment Documents, and (iii) agrees to assign the Engine Warranties to the Owner Trustee pursuant to the Engine Warranty Assignment and Consent. The Owner Trustee agrees to accept the assignment from Solitair as contemplated by the Engine Warranty Assignment and Consent, accept the assignments from the Seller as contemplated by the Seller Assignment Documents and purchase the Aircraft together with the Assigned Warranties from the Seller pursuant to the Seller Assignment Documents for a purchase price equal to the Lessor's Cost, of which $500,000 shall be paid to Solitair and the balance shall be paid to the Seller, subject to the following sentence. The parties hereto agree (i) that each of the Owner Trustee and the Owner Participant may, for the purpose of treating all or a portion part of the Swingline Loans outstanding. Such purchase of the Aircraft hereunder as part of a like-kind exchange of property under Section 1031 of the Internal Revenue Code, assign all or part of their respective rights under this Agreement to a "qualified intermediary" (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4) (the "Qualified Intermediary") and deliver notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeassignment to the Seller, and (ii) that the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to Qualified Intermediary may pay to the Administrative Agent, for the account Seller and Solitair all or part of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans Purchase Price pursuant to this paragraph is absolute and unconditional and the preceding sentence, PROVIDED that (x) such assignment shall not be affected by release the Owner Trustee or the Owner Participant from any circumstance whatsoeverof its obligations hereunder, including (y) the occurrence Seller shall transfer title to the Aircraft directly to the Owner Trustee in accordance with the terms and continuance of a Default or reduction or termination conditions of the CommitmentsSeller Assignment Documents, and that each (z) such payment assignment shall be made without not reduce or otherwise adversely affect any offsetof the rights, abatementor increase any of the obligations, withholding or reduction whatsoever. Each Lender shall comply with its obligation of the Lessee under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement.

Participation. The Swingline Lender may (a) Immediately upon issuance by written notice given to an Issuing Bank of any Facility Letter of Credit in accordance with Section 4.4 (and, in the Administrative Agent not later than 10:00 a.m., New York City timecase of the Existing Letters of Credit, on any Business Day require the Lenders Closing Date), each Revolving Credit Lender shall be deemed to acquire participations on have irrevocably and unconditionally purchased and received from such Business Day Issuing Bank, without recourse or warranty, an undivided interest and 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 other than amounts owing to such Issuing Bank under Section 3.2 or 4.7(b)). 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 be deemed to have irrevocably and unconditionally purchased and received from such Revolving Credit Declining Lender, without recourse or warranty, a portion of each such Declining Lender’s undivided interest and participation in all outstanding Facility Letters of Credit (in the Swingline Loans outstanding. Such notice shall specify proportion of the aggregate 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 Facility Letters of Credit in the amount of Swingline Loans in its then Revolving Credit Ratable Share thereof. (b) In the event that an Issuing Bank makes any payment under any Facility Letter of Credit, the Borrower shall immediately and unconditionally reimburse the Issuing Bank therefor, whether through an Advance hereunder or otherwise. If the Borrower shall not have repaid such amount to such Issuing Bank on or before the date of such payment by such Issuing Bank, such Issuing Bank shall promptly so notify the Administrative Agent, which Lenders will participateshall promptly so notify each Revolving Credit Lender. Promptly upon Upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Credit Lender hereby absolutely severally agrees that it shall promptly and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent (in same day funds) for the account of such Issuing Bank the Swingline Lender, amount of such Revolving Credit Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination Revolving Credit Ratable Share of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans payments so made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Issuing Bank, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraphsuch amount, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by for such Issuing Bank’s account pursuant to this Section 4.6(b), to such Issuing Bank. If the Administrative Agent so notifies such Revolving Credit Lender prior to the Lenders that 11:00 a.m. (New York time) on any Business Day, such Revolving Credit Lender shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or make available to the Administrative Agent, as applicable, if Agent for the account of such 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 not have so made its Revolving Credit Ratable Share of the amount of such payment is required to be refunded available to the Borrower Administrative Agent for any reasonthe account of such Issuing Bank, such Revolving Credit 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 Effective Rate. The purchase failure of participations in a Swingline Loan pursuant any Revolving Credit Lender to this paragraph make available to the Administrative Agent for the account of such Issuing Bank 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 Revolving Credit Ratable Share of any payment on the date such payment is to be made. (c) The payments made by the Revolving Credit Lenders to an Issuing Bank in reimbursement of amounts paid by it under a Facility Letter of Credit shall constitute, and 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 amounts thereof may not comply with the provisions of Section 2.5). Such Revolving Credit Advances shall be ABR Advances, subject to the Borrower’s rights under Article II hereof. (d) Upon the request of the Administrative Agent or any Revolving Credit Lender, an Issuing Bank shall furnish to the requesting Administrative Agent or Revolving Credit Lender copies of any default Facility Letter of Credit or Application to which such Issuing Bank is party. (e) The obligations of the Revolving Credit Lenders to make payments to the Administrative Agent for the account of an Issuing Bank with respect to a Facility Letter of Credit shall be irrevocable, not subject to any qualification or exception whatsoever and shall be made in accordance with, but not subject to, the payment thereofterms 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.

Participation. The Swingline (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 may 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 any security therefor or guaranty pertaining thereto. 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 issue any letters of credit on behalf of Borrower shall be reduced by written notice given 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 the same, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Lender Issuing Bank. Notwithstanding the amounts so received by it from foregoing, unless Borrower shall notify Administrative Agent of Borrower's intent to repay the LendersReimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a CBR Loan as set forth in SECTION 2.10. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of any participations in Issuing Bank its Percentage of the unreimbursed amount of any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan SECTION 3.6(b) shall be made deemed to be a Defaulting Lender hereunder. (c) If 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, an Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by the Swingline Lender any Facility Letter of the proceeds of a sale of participations therein shall Credit to which that Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of 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 Lenders that shall have made their payments pursuant to this paragraph issuance of such Facility Letter of Credit and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The Administrative Agent shall notify the Borrower failure of any participations in any Swingline Loan acquired pursuant Lender to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made make available to the Administrative Agent and 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 Swingline LenderAdministrative 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 amounts received by Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Swingline Lender from Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Borrower (or other party Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Lenders and the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Borrower acknowledges that Lender may, at its option, sell participation interests in the Loan or to other participating banks or Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and (but shall not be affected by any circumstance whatsoeverobligated to) assign its interest in the Loan to its affiliates or to other assignees, including including, without limitation, the occurrence Federal Home Loan Mortgage Corporation, to be included in its PC Program (the "Assignee"). Borrower agrees with each present and continuance of a Default future participant in the Loan or reduction or termination Assignee of the CommitmentsLoan that if an Event of Default should occur, each present and that each such payment future participant or Assignee shall be made without any offset, abatement, withholding or reduction whatsoever. Each have all of the rights and remedies of Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made any deposit due from the Borrower. The execution by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations a participant of the Lenders)a participation agreement with Lender, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received execution by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations this Agreement, regardless of the order of execution, shall evidence an agreement between Borrower and said participant in any Swingline accordance with the terms of this Section. If the Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made is assigned to the Administrative Agent Assignee, the Assignee will engage an underwriter (the "Underwriter"), who will be responsible for the due diligence, documentation, preparation and not execution of certain documents required in connection with the offering of its PCs. Borrower agrees that Lender may, at its sole option and without notice to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf consent of the Borrower, assign its interest in the Loan to the Assignee for inclusion in a Real Estate Mortgage Investment Conduit ("REMIC") or in respect of a Swingline the Federal Home Loan after receipt Mortgage Corporation PC Program and, in such event, Borrower agrees to provide the Assignee with such information as may be reasonably required by the Swingline Lender 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 the proceeds of a sale of participations therein shall be promptly remitted privacy, and consents to the Administrative Agent; any disclosure of such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent information to the Lenders that shall have made their payments pursuant Assignee, the Underwriter, to this paragraph potential investors in the REMIC, and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofrating agencies.

Participation. The Swingline Lender may Ceding Company shall provide the Reinsurer with prompt notice of contested, litigated, appealed or mediated claims for Reinsured Policies with respect to which the proposed settlement amount exceeds applicable policy limits by written notice given to an amount greater than $600,000 individually or $30,000,000 during the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion term of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsAgreement, in the same manner as provided in Section 2.07 aggregate when considered with the Amended and Restated PRL Reinsurance Agreement and the Amended and Restated PLA Reinsurance Agreement and shall provide the Reinsurer with information with respect to Loans made thereto as reasonably requested by such Lender (the Reinsurer and Section 2.07 shall apply, mutatis mutandis, to in the payment obligations possession or control of the LendersCeding Company. The Reinsurer shall be entitled to participate in the process for evaluating any such settlement (including, in the Reinsurer’s discretion, by using separate legal counsel at its own expense), and the Administrative Agent Ceding Company shall promptly pay consider in good faith any recommendations of the Reinsurer with respect thereto. If the Ceding Company settles or compromises any such contested, litigated, appealed or mediated claim with respect to a Reinsured Policy for an amount that exceeds applicable policy limits by an amount greater than $600,000 individually or $30,000,000 during the term of this Agreement, in the aggregate when considered with the Amended and Restated PRL Reinsurance Agreement and the Amended and Restated PLA Reinsurance Agreement, with the Reinsurer’s consent (such consent not to be unreasonably withheld, conditioned or delayed), the Reinsurer’s Quota Share of the full amount of such settlement shall constitute a Benefit and be reinsured under this Agreement. If the Reinsurer does not consent to such settlement (such consent not to be unreasonably withheld, conditioned or delayed) in accordance with the immediately preceding sentence, the Reinsurer will discharge its liability by payment to the Swingline Lender Ceding Company of the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Reinsurer’s Quota Share of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made an amount equal to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf sum of the Borrower) applicable policy limit plus $600,000; provided, that the aggregate amount in respect excess of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph policy limits shall not relieve exceed $30,000,000 during the Borrower term of any default this Agreement, in the payment thereofaggregate when considered with the Amended and Restated PRL Reinsurance Agreement and the Amended and Restated PLA Reinsurance Agreement.

Participation. The Swingline Lender may Ceding Company shall provide the Reinsurer with prompt notice of contested, litigated, appealed or mediated claims for Reinsured Policies with respect to which the proposed settlement amount exceeds applicable policy limits by written notice given to an amount greater than $600,000 individually or $30,000,000 during the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion term of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsAgreement, in the same manner as provided in Section 2.07 aggregate when considered with the UA Reinsurance Agreement and the PRL Reinsurance Agreement and shall provide the Reinsurer with information with respect to Loans made thereto as reasonably requested by such Lender (the Reinsurer and Section 2.07 shall apply, mutatis mutandis, to in the payment obligations possession or control of the LendersCeding Company. The Reinsurer shall be entitled to participate in the process for evaluating any such settlement (including, in the Reinsurer’s discretion, by using separate legal counsel at its own expense), and the Administrative Agent Ceding Company shall promptly pay consider in good faith any recommendations of the Reinsurer with respect thereto. If the Ceding Company settles or compromises any such contested, litigated, appealed or mediated claim with respect to a Reinsured Policy for an amount that exceeds applicable policy limits by an amount greater than $600,000 individually or $30,000,000 during the term of this Agreement, in the aggregate when considered with the UA Reinsurance Agreement and the PRL Reinsurance Agreement, with the Reinsurer’s consent (such consent not to be unreasonably withheld, conditioned or delayed), the Reinsurer’s Quota Share of the full amount of such settlement shall constitute a Benefit and be reinsured under this Agreement. If the Reinsurer does not consent to such settlement (such consent not to be unreasonably withheld, conditioned or delayed) in accordance with the immediately preceding sentence, the Reinsurer will discharge its liability by payment to the Swingline Lender Ceding Company of the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Reinsurer’s Quota Share of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made an amount equal to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf sum of the Borrower) applicable policy limit plus $600,000; provided, that the aggregate amount in respect excess of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph policy limits shall not relieve exceed $30,000,000 during the Borrower term of any default this Agreement, in the payment thereofaggregate when considered with the UA Reinsurance Agreement and the PRL Reinsurance Agreement.

Participation. The Swingline Lender may By the issuance by written notice given to the Administrative Agent not later than 10:00 a.m.of a Letter of Credit Guaranty, New York City time, and without any further action on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion part of the Swingline Loans outstanding. Such notice shall specify Agent or the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeLenders, the Administrative Agent will give notice thereof hereby grants to each Lender, specifying and each Lender hereby acquires from the Agent, a participation in such notice Letter of Credit Guaranty equal to such Lender’s Applicable Percentage 's pro rata share of the aggregate amount available to be drawn under all Letters of Credit and under the letters of credit outstanding under the Old Credit Agreement as of the Closing Date. By the payment by the Agent of an LC Disbursement pursuant to clause (ii) of the definition thereof, or by the reimbursement by the Agent to the Issuing Bank of an LC Disbursement pursuant to clause (i) of the definition thereof, and without any further action on the part of the Lenders, the Agent hereby grants to each Lender, and each Lender hereby acquires from the Agent, a participation in such LC Disbursement, equal to such Lender's pro rata share of the amount of such Swingline Loan or LoansLC Disbursement. Each In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, agrees to pay to the Administrative Agent, without duplication, (i) for its own account, such Lender's pro rata share of each LC Disbursement made by the Agent and not reimbursed by the Borrower on the date due as provided herein and (ii) for the account of the Swingline LenderIssuing Bank, such Lender’s Applicable Percentage 's pro rata share of such Swingline Loan each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in herein, or Loansof any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph in respect of LC Disbursements and the Letter of Credit Guaranty is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Participation. Each bargaining team will consist of a Chief Negotiator, two bargaining team members, one alternate and one note-taker. Each party must provide in writing, the names and contact information of its respective representatives within 10 calendar days of signing this MOU. Each party will designate a Chief Negotiator. Chief Negotiators will be responsible for: Binding the Union and Agency on the finality of an article; The Swingline Lender may by written notice given conduct of their bargaining team members; Calling caucuses; Reaching tentative agreements on supplement agreement language; Initially, dating and signing agreed-upon articles; Requesting assistance from the Federal Mediation and Conciliation Service (FMCS); Requesting assistance from the Federal Service Impasses Panel (FSIP); Addressing any scheduling or logistics modifications to the Administrative Agent not later than 10:00 a.m.negotiation sessions; Determining their respective bargaining team members, New York City timeincluding alternates; and, on any Business Day require Mutually agreeing to the Lenders to acquire participations on such Business Day in all presence of observer, subject matter experts, or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loanstechnical advisors during bargaining. Each Lender hereby absolutely party may designate a note-taker. Note-takers may not actively participate at the bargaining table during negotiations unless authorized by the Chief Negotiators but may attend caucuses called by their respective Chief Negotiator. Alternates will have the full authority to speak and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, reach agreement for the account member(s) for whom they substitute. The Agency will designate a record keeper that will remain neutral. The record keeper, who is not on either bargaining team, will memorialize the parties’ proposals and tentative agreements during the bargaining sessions. The record keeper is not considered part of either bargaining team and may not participate as a team member at the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan bargaining table during negotiations or Loansin caucuses. Each Lender acknowledges Observers must be mutually agreed to in advance by the Chief Negotiators. Observers will remain silent and agrees that its obligation to acquire participations play no role in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment negotiation process. Union observers shall be made without any offset, abatement, withholding or reduction whatsoeveron official time. Each Lender shall comply with its obligation under this paragraph Subject Matter Experts (SME’s) and Technical Advisors (TA’s) must be mutually agreed to in advance by wire transfer of immediately available funds, the Chief Negotiators. SME’s and TA’s will remain silent and play no role in the same manner as provided negotiation process unless authorized by the Chief Negotiators. When authorized, SME’s and TA’s may only comment on matters within the scope of their expertise. Union SME’s and TA’s who would otherwise be in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan a duty status shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofofficial time.

Participation. The Swingline Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a Participation Interest from the applicable Issuing Lender may by written notice given in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its pro rata share of the obligations under such Letter of Credit (ratably in proportion to the ratio that its respective Commitment bears to the Aggregate Commitment) and shall absolutely, unconditionally and irrevocably assume and be obligated to pay to such Issuing Lender 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 Lender’s Participation Interest in any Letter of Credit, to the extent that the applicable Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each such Lender shall pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage Issuing Lender its pro rata share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations unreimbursed drawing in Swingline Loans same day funds on the day of notification by the Administrative Agent of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) below. The obligation of each Lender to so reimburse each Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Unmatured Default, a Default or reduction any other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Commitmentsapplicable Borrower to reimburse the applicable Issuing Lender under any Letter of Credit, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoevertogether with interest as hereinafter provided. Each Lender shall comply with acknowledges and agrees that its obligation under this paragraph by wire transfer participation in each Letter of immediately available funds, in the same manner as provided in Section 2.07 with respect Credit will be automatically adjusted to Loans made by reflect such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations Lender’s ratable share of the Lenders), and the Administrative Agent shall promptly pay obligations under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations an assignment in any Swingline Loan acquired accordance with Section 13.01 or otherwise pursuant to this paragraph, and thereafter payments Agreement. Notwithstanding anything contained in respect of such Swingline Loan shall be made this Section 2.04(c) to the Administrative Agent and not to the Swingline contrary, each Non-Extending Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of ’s participations in a Swingline Loan pursuant to this paragraph Letters of Credit that expire after the Initial Termination Date shall not relieve terminate upon the Borrower of any default in the payment thereofInitial Termination Date.

Participation. The Swingline Lender may by written notice given A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with Oriel Securities. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Administrative Agent not later than 10:00 a.m., New York City timeCompany's Memorandum and Articles of Association. Each Placee will be required to pay to Oriel Securities, on any Business Day require the Lenders Company's behalf, the Placing Price for each Placing Share allocated to it by Oriel Securities and agreed to be acquired by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to acquire participations on such Business Day in all or a portion of and pay for Placing Shares under the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders Placing will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof be owed to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or LoansOriel Securities and the Company. Each Lender hereby absolutely Placee has an immediate, separate, irrevocable and unconditionally agreesbinding obligation, upon receipt of notice as provided aboveowed to Oriel Securities, to pay to it (or as it may direct) in cleared funds an amount equal to the Administrative Agent, for the account product of the Swingline Lender, Placing Price and the number of Placing Shares allocated to such Lender’s Applicable Percentage of such Swingline Loan or LoansPlacee and which it has agreed to subscribe for. Each Lender Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement". All obligations under the Placing will be subject to the fulfilment of the conditions as referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate Placing". To the fullest extent permissible by law and applicable rules of the FSA, neither Oriel Securities nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise, whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph the Company is absolute responsible for the issue and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination allotment of the Commitments, Placing Shares to the Placees and that each such payment Oriel Securities shall be made without have no liability to the Placees for any offset, abatement, withholding or reduction whatsoeverfailure by the Company to fulfil its obligations. Each Lender Neither Oriel Securities nor any of its affiliates shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender have any liability (and Section 2.07 shall apply, mutatis mutandisincluding, to the payment obligations of the Lenders)extent permissible by law, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrowerfiduciary duties) in respect of a Swingline Loan after receipt by the Swingline Lender Oriel Securities' conduct of the proceeds Placing. Conditions of a sale the Placing The obligations of participations therein shall be promptly remitted to Oriel Securities under its agreement with the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline LenderCompany are conditional on, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.amongst other things:

Participation. The Swingline Borrower acknowledges that Lender may, at its option, sell participation interests in the Loan or to other participating banks or Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and (but shall not be affected by obligated to) assign its interest in the Loan to its affiliates, or to other assignees (the “Assignee”) to be included as a pool of properties to be financed in a proposed Real Estate Mortgage Investment Conduit (REMIC) but any circumstance whatsoeversuch assignment to a REMIC shall require Borrower’s consent, including not to be unreasonably withheld, conditioned or delayed. Borrower agrees with each present and future participant in the occurrence and continuance of a Default Loan or reduction or termination Assignee of the CommitmentsLoan that if an Event of Default should occur, each present and that each such payment future participant or Assignee shall be made without any offset, abatement, withholding or reduction whatsoever. Each have all of the rights and remedies of Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made any deposit due from Borrower. The execution by a participant of a participation agreement with Lender, and the execution by Borrower of this Agreement, regardless of the order of execution, shall evidence an agreement between Borrower and said participant in accordance with the terms of this Section. If the Loan is assigned to the 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 if Lender assigns its interest in the Loan to the Assignee for inclusion in the REMIC, with Borrower’s consent as required herein, Borrower agrees to provide the Assignee with such Lender (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 Section 2.07 shall applyall right it may have under applicable law to prohibit such disclosure, mutatis mutandisincluding, but not limited to, any right of privacy, and consents to the disclosure of such information to the Underwriter, to potential investors in the payment obligations REMIC, and to such rating agencies. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, Borrowers shall not be required to “gross-up” payments for United States withholding taxes to any Assignee or Person treated, for United States federal income tax purposes, as the owner of the Lendersassets of an Assignee if such Assignee is a disregarded entity for United States federal income tax purposes, that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Entity”), and such Non-U.S. Entity fails to establish an exemption from United States withholding taxes. Lender may sell the Administrative Agent shall promptly pay to Loan, interests in the Swingline Lender the amounts so received Loan, issue securities backed by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf evidencing ownership of the Loan in one or more public or private offerings and/or further tranche the Loan and/or create multiple notes at any time without Borrower) in respect of a Swingline Loan after receipt by ’s consent. Lender currently intends to retain the Swingline Lender of rights to service the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoan.

Participation. The Swingline ncbcrex.htm 14534489\V-10 (i) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in Section 2.22(d), each Lender may 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. Each Lender's obligation to make further Loans to Borrower (other than any payments such Lender is required to make under subparagraph (ii) below) or to purchase an interest from the Issuing Bank in any subsequent Facility Letters of Credit issued by written notice given 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. (ii) 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 2.22(g) 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2.22(f)(ii) shall be made deemed to be a Defaulting Lender hereunder. (iii) 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 not 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. (iv) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or Lender. ncbcrex.htm 14534489\V-10 (v) 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Lender may by written notice given Each Lender, with respect to the Administrative Agent not later than 10:00 a.m.outstanding letters of credit identified on Schedule 2.6(a) (the "Existing Letters of Credit"), New York City timehereby purchases, without recourse to the Issuing Lender, a risk participation in such Existing Letters of Credit and the obligations arising thereunder, and with respect to Letters of Credit issued on any Business Day require or after the Lenders Closing Date, upon issuance of a Letter of Credit, shall be deemed to acquire participations on have purchased, without recourse to the Issuing Lender, a risk participation from the Issuing Lender in such Business Day Letter of Credit and the obligations arising thereunder, in all or a portion each case in an amount equal to its pro rata share of the Swingline Loans outstanding. Such notice obligations under such Letter of Credit (based on the res- pective Percentages of the Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lenderunconditionally and irrevocably assume, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely as primary obligor and unconditionally agreesnot as surety, upon receipt of notice as provided above, and be obligated to pay to the Administrative AgentIssuing Lender therefor and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each Lender shall pay to the Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by the Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to the provisions of subsection (c) of this paragraph is Section 2.6. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of any default in the payment thereofCredit, together with interest as hereinafter provided.

Participation. The Swingline Lender may By the issuance by written notice given to the Administrative Agent not later than 10:00 a.m.of a Letter of Credit Guaranty, New York City time, and without any further action on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion part of the Swingline Loans outstanding. Such notice shall specify Agent or the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeLenders, the Administrative Agent will give notice thereof hereby grants to each Lender, specifying and each Lender hereby acquires from the Agent, a participation in such notice Letter of Credit Guaranty equal to such Lender’s Applicable Percentage 's PRO RATA share of the aggregate amount available to be drawn under all Letters of Credit. By the payment by the Agent of an LC Disbursement pursuant to clause (ii) of the definition thereof, or by the reimbursement by the Agent to the Issuing Bank of an LC Disbursement pursuant to clause (i) of the definition thereof, and without any further action on the part of the Lenders, the Agent hereby grants to each Lender, and each Lender hereby acquires from the Agent, a participation in such LC Disbursement, equal to such Lender's PRO RATA share of the amount of such Swingline Loan or LoansLC Disbursement. Each In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, agrees to pay to the Administrative Agent, without duplication, (i) for its own account, such Lender's PRO RATA share of each LC Disbursement made by the Agent and not reimbursed by the Borrower on the date due as provided herein and (ii) for the account of the Swingline LenderIssuing Bank, such Lender’s Applicable Percentage 's PRO RATA share of such Swingline Loan each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in herein, or Loansof any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph in respect of LC Disbursements and the Letter of Credit Guaranty is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Credit Lender may by written notice given 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 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 Subsidiary Guaranty and other Loan Documents. (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 2A.5 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Revolving Credit Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Credit Lender’s payments of its Revolving Credit Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Credit Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note for Revolving Credit Loans. The failure of any Revolving Credit Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Revolving Credit Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Credit Percentage 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 Revolving Credit Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Revolving Credit Lender which fails to make any payment required pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 Lender’s Revolving Credit Percentage thereof. (d) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or any 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (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 may shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, except as otherwise provided herein, 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. 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 written notice given 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 the same, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Notwithstanding the foregoing, unless Borrower shall notify Administrative Agent of Borrower's intent to repay the Reimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become an Adjusted Alternate Base Rate Advance under Section 2.11. Each Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender as a part of the amounts so received by it from the LendersAdjusted Alternate Base Rate Advance into which such Reimbursement Obligation is converted and shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 3.6(b) shall be made 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The Administrative Agent shall notify the Borrower failure of any participations in any Swingline Loan acquired pursuant Lender to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made make available to the Administrative Agent and 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 Swingline LenderAdministrative 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 amounts received by Lender which fails to make any payment required pursuant to this Section A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Swingline Lender from Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Borrower (or other party Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Lenders and the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Lender may by written notice given to Each U.S. Lender, upon issuance of a U.S. Letter of Credit (or, in the Administrative Agent not later than 10:00 a.m., New York City timecase of each Existing U.S. Letter of Credit, on any Business Day require the Lenders Closing Date), shall be deemed to acquire participations on have purchased without recourse a risk participation from the U.S. Issuing Lender in such Business Day U.S. Letter of Credit and the obligations EX-30 arising thereunder, in all or a portion each case in an amount equal to its pro rata share of the Swingline Loans outstanding. Such notice obligations under such U.S. Letter of Credit (based on the respective U.S. Commitment Percentages of the U.S. Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lenderunconditionally and irrevocably assume, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely as primary obligor and unconditionally agreesnot as surety, upon receipt of notice as provided above, and be obligated to pay to the Administrative AgentU.S. Issuing Lender therefor and discharge when due, for the account its pro rata share of the Swingline obligations arising under such U.S. Letter of Credit. Without limiting the scope and nature of each U.S. Lender's participation in any U.S. Letter of Credit, to the extent that the U.S. Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage U.S. Letter of Credit, each such U.S. Lender shall pay to the U.S. Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by the U.S. Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) hereof. The obligation of each U.S. Lender to so reimburse the U.S. Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the Borrower obligation of Airgas to reimburse the U.S. Issuing Lender under any default in the payment thereofU.S. Letter of Credit, together with interest as hereinafter provided.

Participation. The Swingline (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 2A.5 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender may by written notice given of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender▇▇▇▇▇▇’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 ▇▇▇▇▇▇’s Percentage thereof. (d) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline or any Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Participation. The Swingline Lender may (A) By the issuance of a DSR Letter of Credit (or an amendment to a DSR Letter of Credit increasing the amount thereof) by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, DSR Letter of Credit Issuing Bank and without any further action on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion part of the Swingline Loans outstanding. Such notice shall specify DSR Letter of Credit Issuing Bank or the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeDSR LC Lenders, the Administrative Agent will give notice thereof DSR Letter of Credit Issuing Bank hereby grants to each DSR LC Lender, specifying and each DSR LC Lender hereby acquires from such DSR Letter of Credit Issuing Bank, a participation in such notice DSR Letter of Credit equal to such DSR LC Lender’s Applicable Percentage Proportionate Share (Commitment) of the Stated Amount under such Swingline Loan DSR Letter of Credit. (B) By the issuance of a PPA Letter of Credit (or Loansan amendment to a PPA Letter of Credit increasing the amount thereof) by the PPA Letter of Credit Issuing Bank and without any further action on the part of the PPA Letter of Credit Issuing Bank or the PPA LC Lenders, the PPA Letter of Credit Issuing Bank hereby grants to each PPA LC Lender, and each PPA LC Lender hereby acquires from such PPA Letter of Credit Issuing Bank, a participation in such PPA Letter of Credit equal to such PPA LC Lender’s Proportionate Share (Commitment) of the Stated Amount under such PPA Letter of Credit. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each LC Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph in respect of applicable Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any applicable Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Total PPA LC Commitments, and that each such payment shall be made without any offsetTotal DSR LC Commitments, abatement, withholding PPA LC Commitments or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofDSR LC Commitments.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Credit Lender may by written notice given 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 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 Subsidiary Guaranty and other Loan Documents. (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 2A.5 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender▇▇▇▇▇▇’s Applicable Revolving Credit Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Credit Lender’s payments of its Revolving Credit Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Credit Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such ▇▇▇▇▇▇’s Note for Revolving Credit Loans. The failure of any Revolving Credit Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Revolving Credit Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Credit Percentage 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 Revolving Credit Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Revolving Credit Lender which fails to make any payment required pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 ▇▇▇▇▇▇’s Revolving Credit Percentage thereof. (d) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or any 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Lender may Within five (5) Business Days after receipt by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on either Party of any Business Day require the Lenders to acquire participations on such Business Day in all or communication from a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 Regulatory Authority with respect to Loans made by an Initial Licensed Product (or such Lender shorter time as necessary to allow the other Party an opportunity to review if the time to respond to such communication is less than five (5) Business Days), such receiving Party will provide the other Party, through its Alliance Manager, with a brief written description of the issues raised in such communication or, if such communication is a substantive communication, a copy of such communication. With respect to any such communications or any filings and Section 2.07 shall applyother submissions to a Regulatory Authority with respect to an Initial Licensed Product, mutatis mutandisthe receiving or filing Party will allow the other Party a reasonable opportunity, taking into account the nature and length of such communications, filings or submissions (but no less than ten (10) Business Days in the case of significant filings if possible), to the payment obligations review and comment on such Party’s proposed response, filings or submissions in advance of the Lenders)transmission of such response, filing or submission, and such receiving or filing Party will reasonably consider all comments provided by the Administrative Agent other Party in connection therewith, provided that, if such filing or other submission relates to the XLRS Product and AGTC is the Party making such filing or other submission, with respect to any comments by Biogen regarding the BLA for the XLRS Product, the content of the label or post-marketing commitments for the XLRS Product, AGTC shall have the obligation to incorporate such comments into any such filing or submission. Each Party shall promptly pay provide the other Party with a complete copy of any filing or submission actually submitted to a Regulatory Authority. Each Party shall provide the other Party with reasonable advance notice of any formal meeting or teleconference with any Regulatory Authority with respect to an Initial Licensed Product. The Party having such formal meeting or teleconference shall permit the other Party to have, at such other Party’s expense, a representative of such other Party attend such formal meetings or teleconferences. AGTC shall provide Biogen with prompt written notice of (but in any event within ten (10) Business Days) after the occurrence of the filing of any IND for the XLRP Product; provided, however, that in all circumstances, AGTC shall inform Biogen of such event prior to public disclosure of such event by AGTC. Notwithstanding anything to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraphcontrary, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that AGTC shall have made their payments pursuant no further participation rights under this Section 7.1.3 (including any rights to this paragraph receive copies of regulatory communications, filings or submissions) with respect to an Initial Licensed Product if (a) AGTC is no longer conducting Development activities with respect to such Initial Licensed Product and (b) AGTC has not exercised the Cost Share Option for such Initial Licensed Product, subject to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender Section 2.1.4(a)(v) or to the Administrative AgentSection 2.1.4(b)(ii), as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Participation. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.Each Lender, New York City timeupon issuance of a Letter of Credit (or, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion as of the Swingline Loans outstanding. Such notice Closing Date, in the case of the Closing Date Letters of Credit), shall specify be deemed to have purchased without recourse a participation from the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying applicable Issuing Lender in such notice Letter of Credit and the obligations arising thereunder, in each case in an amount equal to its pro rata share of the obligations under such Lender’s Applicable Percentage Letter of such Swingline Loan or Loans. Each Lender hereby absolutely Credit (based on the respective Commitment Percentages of the Lenders) and shall absolutely, unconditionally agreesand irrevocably assume, upon receipt of notice as provided aboveprimary obligor and not as surety, and be obligated to pay to the Administrative AgentIssuing Lender therefor and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each such Lender shall pay to the Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by the Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of any default in Credit, together with interest as hereinafter provided. As of the payment thereofClosing Date, each Closing Date Letter of Credit shall be deemed for all purposes of the Credit Agreement and the other Credit Documents to be a Letter of Credit.

Participation. The Swingline Lender may Each Purchaser shall be entitled to, and by written notice given its acceptance hereof agrees to take and purchase, a fractional undivided participation interest in each Accommodation to be made by the Bank under the Canadian Credit Agreement in the percentage set forth opposite its name on the signature page hereof (the "PARTICIPATION PERCENTAGE"), which shall entitle such Purchaser to receive after, but not before, such Purchaser has paid for such participation in accordance with Paragraph 2 hereof: (a) its Participation Percentage of any and all Collections (as hereinafter defined) related to the Administrative Agent not later than 10:00 a.m.principal or face amount, New York City timeas applicable, of such Accommodation in which it has so purchased its Participation Percentage to the extent such Collection is made on or at any Business Day require time after the Lenders date such Purchaser pays for its purchase of such participation in accordance with Paragraph 2 hereof; (b) a share of all Collections related to acquire participations interest or fees owing on the Accommodation in which it has purchased its Participation Percentage at a rate equal to the rate provided in the Canadian Credit Agreement for such Accommodation accruing on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Purchaser's Participation Percentage of such Swingline Loan Accommodation from the date such Purchaser pays for its purchase of such participation in accordance with Paragraph 2 hereof, PROVIDED, HOWEVER, that, in the case of any partial payment of interest or Loansfees by the Company on any Accommodation, such Purchaser shall be entitled to receive a percentage of the partial payment received by the Bank that is equal to such Purchaser's Participation Percentage; and (c) any compensation under the increased cost, funding indemnity or Tax protections provided in Article 10 of the Canadian Credit Agreement received by the Bank that is attributable to the Purchaser's Participation Percentage in an Accommodation made by the Bank in which Purchaser has paid for its purchase of a participation in accordance with Paragraph 2 hereof. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, The Bank will require the Company to pay any such increased costs or funding indemnity attributable to the Administrative Agent, portion of any Accommodation made by the Bank in which a Purchaser has paid for its participation in accordance with Paragraph 2 hereof upon the account demand of the Swingline Lendersuch Participant and in such event, such Lender’s Applicable Purchaser's only interest in any increased cost protection or funding indemnity will be in receiving any such payments actually received by the Bank that are attributable to such Purchaser's Participation Percentage of in such Swingline Loan or Loansan Accommodation. Each Lender acknowledges and agrees that its obligation to acquire participations No Purchaser shall have any rights in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by entitled to receive any circumstance whatsoever, including the occurrence and continuance part of a Default any other payment or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, fee related to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay Accommodations or otherwise related to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations Canadian Credit Agreement not described in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts sub-parts (a)-(c) above heretofore or hereafter received by the Swingline Lender Bank, all such amounts to be retained by the Bank for its own account as consideration for its extension of credit under the Canadian Credit Agreement. Notwithstanding anything to the contrary contained herein (other than Section 10(b)) or in the Canadian Credit Agreement, the purchase by the Purchasers of a fractional undivided participation interest in each outstanding Accommodation made under the Canadian Credit Agreement and the acquisition of an undivided interest in any Collections by the Purchasers from the Borrower (Bank or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt Agent shall not constitute an acquisition by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Purchasers of any default beneficial interest in the payment thereofCanadian Credit Agreement or any amount owing thereunder, but shall constitute risk sharing payments among the Bank and the Purchasers and the beneficial interest in the Canadian Credit Agreement and all amounts owing thereunder shall at all times remain with the Bank.

Participation. The Swingline Lender may by written notice given to On the Administrative Agent not later than 10:00 a.m.Closing Date, New York City timewithout any further action on the part of Issuing Bank or the Lenders, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof Issuing Bank hereby grants to each Lender, specifying and each Lender hereby acquires from Issuing Bank, a participation in such notice the PSCo Letter of Credit equal to such Lender’s Applicable Percentage 's Proportionate Share of the aggregate amount available to be drawn under such PSCo Letter of Credit. The aggregate purchase price for the participations of each Lender in the PSCo Letter of Credit shall equal the amount of the Funded LC Credit-Linked Deposit of such Swingline Loan Lender. Each Lender shall pay to Administrative Agent its Funded LC Credit-Linked Deposit in full on the Closing Date. Administrative Agent shall promptly pay the same to Issuing Bank. The Funded LC Credit-Linked Deposit made by such Lender on the Closing Date pursuant to this Section 2.8.2 (as such deposit may be reduced from time to time pursuant to the Credit Documents and reduced or Loansincreased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.12) is set forth on Exhibit H, or in the Assignment and Acceptance pursuant to which such Lender shall have acquired its Funded LC Credit-Linked Deposit, as applicable. The aggregate amount of the Funded LC Credit-Linked Deposits on the Closing Date is $28,100,000. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph if Issuing Bank makes a Funded LC Disbursement which is absolute and unconditional and shall not be affected reimbursed by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner Borrower as provided in Section 2.07 2.8.2(d), or is required to refund any reimbursement payment in respect of a Funded LC Disbursement to Borrower for any reason, Issuing Bank may withdraw an amount from the Credit-Linked Deposit Account equal to the amount of such Funded LC Disbursement, ratably as among the Lenders in accordance with respect their Proportionate Share of the Total Funded LC Credit-Linked Deposit, from such Lender's Funded LC Credit-Linked Deposit on deposit in the Credit-Linked Deposit Account. In the event the Credit-Linked Deposit Account is charged by Issuing Bank to Loans made by such Lender (and Section 2.07 reimburse itself for an unreimbursed Funded LC Disbursement, Borrower shall applyhave the right, mutatis mutandisat any time prior to the Maturity Date, to pay over to Administrative Agent in reimbursement thereof an amount equal to the payment obligations of amount so charged for deposit in the Lenders)Credit-Linked Deposit Account, and the in such event Administrative Agent shall promptly pay the same to Issuing Bank. In the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of event that any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan reimbursement shall be made due to Issuing Bank under the Administrative Agent and preceding provisions of this Section on a day other than the last day of an Interest Period in effect for the Funded LC Credit-Linked Deposits, Issuing Bank shall have the right, but not the obligation, to advance its own funds to cover the Swingline amount due to Issuing Bank, in which case (i) title to an amount of each Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf 's Funded LC Credit-Linked Deposit equal to its Proportionate Share of the Borrower) in respect of a Swingline Loan after receipt amount so advanced by Issuing Bank (together with the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.interest accruing thereon)

Participation. The Swingline Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a Participation Interest from the Issuing Lender may by written notice given in such Letter of Credit (including each Existing Letter of Credit) and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion its pro rata share of the Swingline Loans outstanding. Such notice obligations under such Letter of Credit (based on the respective Revolving Commitment Percentages of the Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely unconditionally and unconditionally agrees, upon receipt of notice as provided above, irrevocably assume and be obligated to pay to the Issuing Lender through the Administrative AgentAgent and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit (including each Existing Letter of Credit). Without limiting the scope and nature of each Lender's Participation Interest in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each such Lender shall pay to the Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by the Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) below. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the CommitmentsBorrower to reimburse the Issuing Lender under any Letter of Credit, and that together with interest as hereinafter provided. Until each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with funds its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Revolving Loan acquired advance pursuant to this paragraphSection 2.4(c) to reimburse the Issuing Lender for any amount drawn under any Letter of Credit, and thereafter payments interest in respect of such Swingline Loan Lender's pro rata share of such amount shall be made solely for the account of the Issuing Lender. If any Lender fails to make available to the Administrative Agent and not for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the Swingline Lender. Any amounts received by foregoing provisions of this Section 2.4(c), the Swingline Issuing Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted entitled to recover from such Lender (acting through the Administrative Agent; any ), on demand, such amounts received by amount with interest thereon for the Administrative Agent shall be promptly remitted by period from the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent date such payment is required to be refunded the date on which such payment is immediately available to the Borrower for Issuing Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Issuing Lender submitted to any reason. The purchase of participations in a Swingline Loan pursuant Lender (through the Administrative Agent) with respect to any amounts owing under this paragraph clause (c) shall not relieve the Borrower of any default in the payment thereofbe conclusive absent manifest error.

Participation. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s 's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Participation. The Swingline (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 may by written notice given 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 any security therefor or guaranty pertaining thereto. Each Lender's obligation to make further Loans to the Administrative Agent Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or issue any Facility Letters of Credit on behalf of the Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding, as well as any outstanding Reimbursement Obligations. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not later than 10:00 a.m.have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, New York City timethe Issuing Bank shall promptly notify the Agent, on any which shall promptly notify each Lender of the same, and each Lender shall within one (1) Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Swingline Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Agent shall promptly pay such amount to the Issuing Bank. Notwithstanding the foregoing, unless the Borrower shall notify the Agent of the Borrower's intent to repay the Reimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Lender’s Applicable Reimbursement Obligation shall simultaneously with such drawing be converted to and become a Prime Loan as set forth in Section 2.10. The failure of any Lender to make available to the Agent for the account of any Issuing Bank its Percentage of the unreimbursed amount of any such Swingline Loan or Loans. Each payment shall not relieve any other Lender acknowledges and agrees that of its obligation hereunder to acquire participations in Swingline Loans make available to the 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 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 paragraph is absolute and unconditional and Section 3.6(b) shall not be affected by any circumstance whatsoeverdeemed to be a Defaulting Lender hereunder. (c) If the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, promptly pay to the payment obligations of the Lenders), 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 Swingline request of the Agent or any Lender, an Issuing Bank shall furnish to the Agent or such Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower copies of any participations in Facility Letter of Credit to which that Issuing Bank is party and such other documentation as may reasonably be requested by the Agent or such Lender. (e) The obligations of a Lender to make payments to the Agent for the account of each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any Swingline Loan acquired pursuant counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this paragraph, and thereafter payments in respect Agreement relating to the issuance of such Swingline Loan Facility Letter of Credit and shall be made to in accordance with the Administrative Agent terms and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf conditions of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Lender may by written notice given TRUSTOR confirms that he has read the AGREEMENT and has signified his acceptance as a party to the Administrative Agent not later than 10:00 a.m.AGREEMENT. He further declares that he has understood the provisions of the AGREEMENT, New York City and all necessary reference documents, and acknowledges that he is unconditionally bound by the terms and conditions set forth therein. • The TRUSTOR agrees and understands that BPI Wealth may, from time to time, at its discretion, modify, amend or revise the terms and conditions as it may deem necessary. Said amendments, modifications, or revisions shall be binding on any Business Day require the Lenders TRUSTOR effective on the date indicated in the notice sent to acquire participations on such Business Day in all the TRUSTOR by BPI Wealth. • The TRUSTOR confirms that he gave consent to be referred to a UITF CERTIFIED MARKETING PERSONNEL. Further, the TRUSTOR hereby confirms that he is fully aware of the relevant risks inherent to the FUND he is investing in. The TRUSTOR may clarify the Risk Disclosure Statement with the TRUSTEE/MANAGER or a portion UITF CERTIFIED MARKETING PERSONNEL. • The TRUSTEE/MANAGER shall evaluate and approve the INVESTMENT ACCOUNT application/s prior to investing in the FUND. Furthermore, the TRUSTEE/ MANAGER has the right not to accept INVESTMENT ACCOUNT applications for any reason it deems fit. • The TRUSTOR is aware that creation of INVESTMENT ACCOUNTS may only be processed through BPI Wealth authorized channels including accredited digital platforms. BPI Wealth further reserves the right to request the TRUSTOR to present any additional doc uments or other pertinent details, and to conduct additional verifications to confirm the TRUSTOR’s identity. • The TRUSTOR acknowledges that this AGREEMENT is a trust arrangement, NOT a deposit account or an obligation of, or guaranteed, or insured by BPI Wealth or its parent company, BPI, or the affiliates or subsidiaries of BPI and therefore , is not insured by PDIC. Due to the nature of investment, yields or potential yields cannot be guaranteed. Any income or loss arising from market fluctuations and price volatility of the Swingline Loans outstanding. Such notice shall specify securities held by the aggregate amount of Swingline Loans FUND, even if invested in which Lenders will participate. Promptly upon receipt of such noticegovernment securities, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, is for the account of the Swingline LenderTRUSTOR. As such, such Lenderthe TRUSTOR’s Applicable Percentage units of such Swingline Loan participation in the FUND, when redeemed, may be worth more or Loansworth less than his initial investment/contribution. Each Lender Historical performance, when presented, is purely for reference purposes only and not a guarantee of future results. BPI Wealth is not liable for losses, unless upon fraud, willful default, or gross negligence. • The TRUSTOR further acknowledges and agrees confirms that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination no solicitation whatsoever of the Commitments, and that each such payment shall be investment/s has been made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, BPI Wealth in jurisdictions where the same manner as provided in Section 2.07 with respect to Loans made is prohibited by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereoflaw.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The Administrative Agent shall notify the Borrower failure of any participations in any Swingline Loan acquired pursuant Lender to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made make available to the Administrative Agent and 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 Swingline LenderAdministrative 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 amounts received by Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Swingline Lender from Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Borrower (or other party Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Lenders and the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Lender may by written notice given Each Domestic Lender, with respect to the Administrative Agent not later than 10:00 a.m.Existing Letters of Credit, New York City timehereby purchases a participation interest in the Existing Letters of Credit, and with respect to Letters of Credit issued on any Business Day require or after the Lenders Closing Date, upon issuance of a Letter of Credit, shall be deemed to acquire participations on have purchased without recourse a risk participation from the Issuing Lender in such Business Day Letter of Credit and the obligations arising thereunder, in all or a portion each case in an amount equal to its pro rata share of the Swingline Loans outstanding. Such notice obligations under such Letter of Credit (based on the respective Domestic Revolving Commitment Percentages of the Domestic Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lenderunconditionally and irrevocably assume, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely as primary obligor and unconditionally agreesnot as surety, upon receipt of notice as provided above, and be obligated to pay to the Administrative AgentIssuing Lender therefor and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit. Without limiting the scope and nature of each Domestic Lender's participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each Domestic Lender shall pay to the Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by the Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) hereof. The obligation of each Domestic Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Domestic Borrower to reimburse the Issuing Lender under any Letter of any default in the payment thereofCredit, together with interest as hereinafter provided.

Participation. The Swingline (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 may 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 any security therefor or guaranty pertaining thereto. 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 issue any letters of credit on behalf of Borrower shall be reduced by written notice given 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 the same, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Lender Issuing Bank. Notwithstanding the amounts so received by it from foregoing, unless Borrower shall notify Administrative Agent of Borrower's intent to repay the LendersReimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a Prime Loan as set forth in Section 2.10. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of any participations in Issuing Bank its Percentage of the unreimbursed amount of any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 3.6(b) shall be made deemed to be a Defaulting Lender hereunder. (c) If 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, an Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by the Swingline Lender any Facility Letter of the proceeds of a sale of participations therein shall Credit to which that Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of 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 Lenders that shall have made their payments pursuant to this paragraph issuance of such Facility Letter of Credit and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (i) On the Closing Date, each Lender may by written notice given to shall automatically acquire a participation in the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion liability of the Swingline Loans outstanding. Such notice Issuing Lender under each Existing Letter of Credit in an amount equal to its pro rata share of the obligations under such Existing Letter of Credit (based on the respective Revolving Commitment Percentages of the Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely unconditionally and unconditionally agrees, upon receipt of notice as provided above, irrevocably assume and be obligated to pay to the Administrative AgentIssuing Lender and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Existing Letter of Credit. Each Existing Letter of Credit shall be deemed for all purposes of this Credit Agreement and the other Credit Documents to be a Letter of Credit. (ii) Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a Participation Interest from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its pro rata share of the obligations under such Letter of Credit (based on the respective Revolving Commitment Percentages of the Lenders) and shall absolutely, unconditionally and irrevocably assume and be obligated to pay to the Issuing Lender 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 Lender’s Applicable Percentage 's Participation Interest in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each such Lender shall pay to the Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by the Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) below. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of any default in the payment thereofCredit, together with interest as hereinafter provided.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Credit Lender may by written notice given 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 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 Subsidiary Guaranty and other Loan Documents. (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 2A.5 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Revolving Credit Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Credit Lender’s payments of its Revolving Credit Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Credit Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note for Revolving Credit Loans. The failure of any Revolving Credit Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Revolving Credit Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Credit Percentage 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 Revolving Credit Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Revolving Credit Lender which fails to make any payment required pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 Lender’s Revolving Credit Percentage thereof. (d) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or any Lender. LEGAL02/41239043v9 (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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (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 may by written notice given 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 any security therefor or guaranty pertaining thereto. Each Lender's obligation to make further Loans to the Administrative Agent Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or issue any Facility Letters of Credit on behalf of the Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding, as well as any outstanding Reimbursement Obligations. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not later than 10:00 a.m.have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, New York City timethe Issuing Bank shall promptly notify the Agent, on any which shall promptly notify each Lender of the same, and each Lender shall within one (1) Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Swingline Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Agent shall promptly pay such amount to the Issuing Bank. Notwithstanding the foregoing, unless the Borrower shall notify the Agent of the Borrower's intent to repay the Reimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Lender’s Applicable Reimbursement Obligation shall simultaneously with such drawing be converted to and become a Prime Loan as set forth in Section 2.10. The failure of any Lender to make available to the Agent for the account of any Issuing Bank its Percentage of the unreimbursed amount of any such Swingline Loan or Loans. Each payment shall not relieve any other Lender acknowledges and agrees that of its obligation hereunder to acquire participations in Swingline Loans make available to the 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 Agent its Percentage of the unreimbursed amount of any payment on the 38 44 date such payment is to be made. Any Lender which fails to make any payment required pursuant to this paragraph is absolute and unconditional and Section 3.6(b) shall not be affected by any circumstance whatsoeverdeemed to be a Defaulting Lender hereunder. (c) If the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, promptly pay to the payment obligations of the Lenders), 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 Swingline request of the Agent or any Lender, an Issuing Bank shall furnish to the Agent or such Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower copies of any participations in Facility Letter of Credit to which that Issuing Bank is party and such other documentation as may reasonably be requested by the Agent or such Lender. (e) The obligations of a Lender to make payments to the Agent for the account of each Issuing Bank with respect to a Facility Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any Swingline Loan acquired pursuant counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this paragraph, and thereafter payments in respect Agreement relating to the issuance of such Swingline Loan Facility Letter of Credit and shall be made to in accordance with the Administrative Agent terms and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf conditions of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Credit Lender may by written notice given 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 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 Subsidiary Guaranty and other Loan Documents. (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 2A.5 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each US_Active\115440519\V-15 Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Revolving Credit Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Credit Lender’s payments of its Revolving Credit Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Credit Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note for Revolving Credit Loans. The failure of any Revolving Credit Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Revolving Credit Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Credit Percentage 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 Revolving Credit Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Revolving Credit Lender which fails to make any payment required pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 Lender’s Revolving Credit Percentage thereof. (d) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or any 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Lender may by written notice given 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 Lender’s Revolving 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. (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 2A.5 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Revolving Lender’s Applicable Revolving Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Lender’s payments of its Revolving Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Revolving Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Revolving Lender’s Revolving Note. The failure of any Revolving Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Revolving Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired other Revolving Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Revolving Lender which fails to make any payment required pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 Revolving Lender’s Revolving Percentage thereof. (d) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or any Revolving Lender. (e) The obligations of a Revolving 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (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 may 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 any security therefor or guaranty pertaining thereto. 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 issue any letters of credit on behalf of Borrower shall be reduced by written notice given 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 the same, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Lender Issuing Bank. Notwithstanding the amounts so received by it from foregoing, unless Borrower shall notify Administrative Agent of Borrower's intent to repay the LendersReimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a CBR Loan as set forth in SECTION 2.10. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of any participations in Issuing Bank its Percentage of the unreimbursed amount of any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan SECTION 3.6(B) shall be made deemed to be a Defaulting Lender hereunder. (c) If 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, an Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by the Swingline Lender any Facility Letter of the proceeds of a sale of participations therein shall Credit to which that Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of 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 Lenders that shall have made their payments pursuant to this paragraph issuance of such Facility Letter of Credit and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) 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 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender may by written notice given of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Revolving Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Lender’s payment of its Revolving Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The Administrative Agent shall notify the Borrower failure of any participations in any Swingline Loan acquired pursuant Revolving Lender to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made make available to the Administrative Agent and for the account of the Issuing Bank its Revolving Percentage of the unreimbursed amount of any such payment shall not relieve any other Revolving Lender of its obligation hereunder to make available to the Swingline LenderAdministrative Agent for the account of such Issuing Bank its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any amounts received by Revolving Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (b) Whenever the Swingline Lender from Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Borrower (or other party Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Revolving Lenders and the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) pay to each Revolving Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Revolving Percentage thereof. (c) 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 promptly remitted requested by the Administrative Agent or Lender. (d) The obligations of a Revolving Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline 2.1 Lender may hereby agrees to sell to Participant and Participant hereby unconditionally and irrevocably agrees to purchase from Lender an undivided fractional interest in the Term D Note purchased by written notice given Lender from Borrowers equal to the Administrative Agent not later than 10:00 a.m.Participation Amount, New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or together with a pro rata portion of the Swingline Loans outstanding. Such notice shall specify Warrants issued by Parent in connection with the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt purchase of such noticenote. The interest of Participant in the Term D Note provided for in this Section 2.1 is referred to herein as the "Participation." The aggregate purchase price for the Participation and the Warrants shall be a cash price equal to the Participation Amount. Participant shall participate in the Collections and the Collateral, but only to the Administrative Agent will give notice thereof extent necessary to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice earn interest as provided above, below and to pay be repaid principal to the Administrative Agentextent of the Participation. 2.2 The relationship between Lender and Participant is and shall be that of a seller and purchaser of an undivided fractional interest, not a debtor-creditor relationship. Lender has not guaranteed repayment to Participant of, nor agreed to repurchase from Participant, any portion of the Participation at any time. Lender does not assume and shall not have any liability to Participant for the repayment of monies paid hereunder by Participant to Lender on account of the Swingline Lender, such Lender’s Applicable Percentage purchase of such Swingline Loan the Participation or Loans. Each interest hereon but Lender acknowledges and agrees that its shall have the obligation to acquire participations in Swingline Loans pursuant account to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default Participant or reduction or termination Participant's share of the Commitments, and Collections. Participant acknowledges that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 may sell other participations with respect to Loans made by such the Term D Note on terms and conditions acceptable to Lender. Nothing contained herein shall confer upon Lender (and Section 2.07 shall applyor Participant any interest in, mutatis mutandisor subject either of them to any liability for, or in respect of, the business, assets, profits, losses or liabilities of the other, except only as to the payment obligations Participation. 2.3 Participant shall be deemed to have purchased its Participation in the Term D Note on the date such Term D Note is issued to Lender, but Participant's right to receive its share of the Lenders), and the Administrative Agent any interest paid in respect thereof shall promptly pay to the Swingline Lender the amounts so received by it accrue from the Lenders. The Administrative Agent date Lender receives immediately available funds from Participant for its Participation Amount in such Term D Note. 2.4 Lender shall notify issue to Participant a Participation Certificate in substantially the Borrower of any participations in any Swingline Loan acquired pursuant form annexed to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made Agreement to evidence the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofParticipation.

Participation. The Swingline (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 may 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 any security therefor or guaranty pertaining thereto. 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 issue any letters of credit on behalf of Borrower shall be reduced by written notice given 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 the same, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Lender Issuing Bank. Notwithstanding the amounts so received by it from foregoing, unless Borrower shall notify Administrative Agent of Borrower’s intent to repay the LendersReimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a Prime Loan as set forth in Section 2.10. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of any participations in Issuing Bank its Percentage of the unreimbursed amount of any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 3.6(b) shall be made deemed to be a Defaulting Lender hereunder. (c) If 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, an Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by the Swingline Lender any Facility Letter of the proceeds of a sale of participations therein shall Credit to which that Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by or Lender. (e) The obligations of a Lender to make payments to the Administrative Agent for the account of 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 Lenders that shall have made their payments pursuant to this paragraph issuance of such Facility Letter of Credit and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may 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. 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 Facility Letters of Credit issued by written notice given 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 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall 13171960\V-5 promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Each Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a Participation Interest from the applicable Issuing Lender may by written notice given in such Letter of Credit (including each Existing Letter of Credit) and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion its pro rata share of the Swingline Loans outstanding. Such notice obligations under such Letter of Credit (based on the respective Revolving Commitment Percentages of the Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely unconditionally and unconditionally agrees, upon receipt of notice as provided above, irrevocably assume and be obligated to pay to the Administrative Agentsuch Issuing Lender and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit (including each Existing Letter of Credit). Without limiting the scope and nature of each Lender's Participation Interest in any Letter of Credit, to the extent that an Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each such Lender shall pay to such Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by such Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) below. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Lender under any Letter of any default in the payment thereofCredit, together with interest as hereinafter provided.

Participation. The Swingline (a) Immediately upon the issuance on or after the Agreement Effective Date by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Lender may 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 L▇▇▇▇▇’s Revolving Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder. Each Revolving Lender’s obligation to make further 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 Facility Letters of Credit issued by written notice given the Issuing Bank on behalf of Borrower shall be reduced by such L▇▇▇▇▇’s Revolving 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 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such LenderL▇▇▇▇▇’s Applicable Revolving Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Lender’s payment of its Revolving Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such L▇▇▇▇▇’s Note. The Administrative Agent shall notify the Borrower failure of any participations in any Swingline Loan acquired pursuant Revolving Lender to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made make available to the Administrative Agent and for the account of the Issuing Bank its Revolving Percentage of the unreimbursed amount of any such payment shall not relieve any other Revolving Lender of its obligation hereunder to make available to the Swingline LenderAdministrative Agent for the account of such Issuing Bank its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any amounts received by Revolving Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Swingline Lender from Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Borrower (or other party Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Revolving Lenders and the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) pay to each Revolving Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Revolving 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The If the Company does not fully repay a Swingline Loan on or prior to the last day of the Interest Period with respect thereto, the Swingline Lender may by written notice given to notify the Administrative Agent not later than 10:00 a.m.thereof by 2:00 p.m., New York City timetime (by telecopy or by telephone, on any Business Day require the Lenders to acquire participations on such Business Day confirmed in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticewriting), and the Administrative Agent will give shall promptly notify each Lender thereof (by telecopy or by telephone, confirmed in writing) and of its Pro Rata Percentage of such Swingline Loan. Upon such notice thereof but without any further action, the Swingline Lender hereby agrees to grant to each Lender, specifying and each Lender hereby agrees to acquire from the Swingline Lender, a participation in such notice defaulted Swingline Loan equal to such Lender’s Applicable 's Pro Rata Percentage of the aggregate principal amount of such defaulted Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable 's Pro Rata Percentage of such each Swingline Loan or Loansthat is not repaid on the last day of the Interest Period with respect thereto in the relevant currency. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 2.2(c) with respect to Loans made by such Lender (and Section 2.07 2.2(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), ) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Company of any participations participation in any Swingline Loan acquired pursuant to this paragraph, paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company (or other party liable for obligations of the Company) of any default in the payment thereof.

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may by written notice given shall be deemed (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 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender▇▇▇▇▇▇’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(b) shall be made 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 not 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 ▇▇▇▇▇▇’s Percentage thereof. (d) Upon the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf request of the Borrower) in respect Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of a Swingline Loan after receipt by any Facility Letter of Credit to which the Swingline Lender of the proceeds of a sale of participations therein shall Issuing Bank is party and such other documentation as may reasonably be promptly remitted to the Administrative Agent; any such amounts received requested by the Administrative Agent shall be promptly remitted by 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 Lenders that shall have made their issuance of such Facility Letter of Credit, and such payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reasonconditions of this Agreement under all circumstances. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.2A.7

Participation. The Swingline (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 may shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty, except as otherwise provided herein, 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. 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 written notice given 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 Administrative Agent not later than 10:00 a.m.Issuing Bank pursuant to SECTION 3.7 hereof, New York City timethe Issuing Bank shall promptly notify the Agent, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion which shall promptly notify each Lender of the Swingline Loans outstanding. Such notice same, and each Lender shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely promptly and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Swingline Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the Agent shall promptly pay such amount to the Issuing Bank. Notwithstanding the foregoing, unless Borrower shall notify Agent of Borrower's intent to repay the Reimbursement Obligation on the date of the related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become an Alternate Base Rate Advance under SECTION 2.11. Each Lender’s Applicable 's payments of its Percentage of such Swingline Reimbursement Obligation as aforesaid shall be deemed to be a Loan or Loansby such Lender as a part of the Alternate Base Rate Advance into which such Reimbursement Obligation is converted and shall constitute outstanding principal under such Lender's Note. Each The failure of any Lender acknowledges and agrees that 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 acquire participations in Swingline Loans make available to the 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 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 paragraph is absolute and unconditional and SECTION 3.6(b) shall not be affected by any circumstance whatsoeverdeemed 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 occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, promptly pay to the payment obligations of the Lenders), 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. The timing of the Swingline Lender the amounts so received by it from Agent's payments to the Lenders. The Administrative , and provision for interest on payments not made timely, shall be the same as apply under Section 2.12 with respect to other payments made by the Borrower. (d) Upon the request of the Agent or any Lender, the Issuing Bank shall notify the Borrower furnish to such Agent or Lender copies of any participations in Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Agent or Lender. (e) The obligations of a Lender to make payments to the 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 Swingline Loan acquired pursuant counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of this paragraphAgreement relating to the issuance of such Facility Letter of Credit, and thereafter such payments in respect of such Swingline Loan shall be made to in accordance with the Administrative Agent terms and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf conditions of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (i) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty (except as to ownership), an undivided interest and participation equal to such Lender’s Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrowers with respect thereto) and all related rights hereunder. Each Lender’s obligation to make further Loans to Borrowers (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 Facility Letters of Credit issued by written notice given the Issuing Bank on behalf of Borrowers shall be reduced by such Lender’s Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (ii) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrowers shall not have repaid such amount to the Issuing Bank pursuant to 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Lender’s payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(ii) shall be made deemed to be a Defaulting Lender hereunder. (iii) 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 not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Percentage thereof. (iv) 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 promptly remitted requested by the Administrative Agent or Lender. (v) The obligations of a Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, including without limitation the issuance of such Facility Letter of Credit when the Issuing Bank has actual knowledge of the existence of a Default, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Lender may by All Participating Contractors shall be classified as having a full status designation. NYSERDA reserves the right and retains sole discretion to classify a Participating Contractor as Terminated. In all cases, NYSERDA’s written notice given decision is final. Contractors designated with the ‘Terminated’ status are prohibited from offering Customers GJGNY Loans for the remainder of the Participation Agreement term. A Terminated Contractor shall be removed from the NYSERDA website and shall not represent themselves as a Participating Contractor who can offer Customers a GJGNY Loan, nor submit new projects to the Administrative Agent Loan Originator to be financed with a GJGNY Loan. A Terminated Contractor’s Customers will not later than 10:00 a.m.have access to the GJGNY Loan Fund. All references to NYSERDA must be removed from all marketing materials, vehicles, and advertising including vehicle clings and websites, as applicable. Customers with incomplete projects at the time of Contractor termination will be notified that the Contractor is no longer a Participating Contractor and may be offered such remedies as NYSERDA deems appropriate. If appropriate, NYSERDA may notify the NYS Clean Heat program implementors, New York City timeState Attorney General, on any the New York State Department of Labor, the Better Business Day require Bureau, or others of NYSERDA’s findings and decision to terminate the Lenders Participating Contractor. Further, a Participating Contractor who hires the officers, owners or other staff of a Terminated Contractor risks disqualification of offering Customers a GJGNY Loan at NYSERDA’s sole discretion. In the event a Terminated Contractor’s company is sold to acquire participations on such Business Day in all or a portion new owners, the company must reapply; the use of the Swingline Loans outstandingterminated Company’s name, or similar derivations, will be allowed at NYSERDA’s discretion. Such notice shall specify Nothing in this process relieves the aggregate amount Terminated Contractor of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof responsibility to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay fulfill any remaining obligation to the Administrative Agent, GJGNY Loan Fund or Customers. NYSERDA has sole discretion in determining whether to terminate a Participating Contractor from offering GJGNY loan financing. A Participating Contractor may be terminated for the account any of the Swingline Lender, such Lender’s Applicable Percentage following reasons: a. Maintaining a suspended status for more than 30 days and is unresponsive to or failed to adequately fulfill the terms of such Swingline Loan their suspension b. Failure to maintain minimum credentials for participation c. Submits falsified documents or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph unauthorized signatures d. Commits illegal actions e. Is convicted or has a principal who is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance convicted of a Default criminal charge that casts NYSERDA in negative light or reduction calls the integrity or termination workmanship of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer Participating Contractor into question f. Is in gross violation of immediately available funds, GJGNY Loan Fund standards g. Repeatedly bills for uninstalled measures h. Is terminated from participating in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofNYS Clean Heat Program.

Participation. The Swingline (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 may by written notice given 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 any security therefor or guaranty pertaining thereto. Each Lender's obligation to make further Loans to the Administrative Agent Borrower (other than any payments such Lender is required to make under subparagraph (b) below) or issue any Facility Letters of Credit on behalf of the Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding, as well as any outstanding Reimbursement Obligations. (b) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not later than 10:00 a.m.have repaid such amount to the Issuing Bank pursuant to Section 3.7 hereof, New York City timethe Issuing Bank shall promptly notify the Agent, on any which shall promptly notify each Lender of the same, and each Lender shall within one (1) Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, Agent for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Lender Issuing Bank. Notwithstanding the amounts so received by it from foregoing, unless the Lenders. The Administrative Agent Borrower shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by 's intent to repay the Swingline Lender Reimbursement Obligation on the date of the proceeds related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a sale Prime Loan as set forth in Section 2.10. The failure of participations therein shall be promptly remitted any Lender to make available to the Administrative Agent; Agent for the account of any such amounts received by Issuing Bank its Percentage of the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that unreimbursed amount of any such payment so remitted shall be repaid not relieve any other Lender of its obligation hereunder to make available to the Swingline Lender or to Agent for the Administrative Agent, as applicable, if and to account of such Issuing Bank its Percentage of the extent unreimbursed amount of any payment on the date such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.made, but

Participation. The Swingline (a) Immediately upon issuance by the Issuing Bank of the Letter of Credit in accordance with the procedures set forth in SECTION 2.1, each Lender may by written notice given 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 the Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and any security therefor or guaranty pertaining thereto. (b) In the event that the Issuing Bank makes any payment under the Letter of Credit and the Reimbursement Obligor shall not have repaid such amount to the Issuing Bank on the date of the Advance, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of the same, and each Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Lender the amounts so received by it from the LendersIssuing Bank. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan SECTION 2.2(b) shall be made deemed to be a Defaulting Lender hereunder. (c) If 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 not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by 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) The obligations of a Lender to make payments to the Administrative Agent for the account of each Issuing Bank with respect to the Lenders that Letter of Credit shall have made their payments pursuant 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 paragraph and Agreement relating to the Swingline Lender, as their interests may appear; provided that any such payment so remitted issuance of the Letter of Credit and shall be repaid to made in accordance with the Swingline Lender or to the Administrative Agent, as applicable, if terms and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline (a) Immediately upon (i) the Agreement Effective Date in the case of the Existing Facility Letters of Credit and (ii) the issuance on or after the Agreement Effective Date by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Revolving Lender may 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 Revolving Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower with respect thereto) and all related rights hereunder. Each Revolving Lender’s obligation to make further 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 Facility Letters of Credit issued by written notice given the Issuing Bank on behalf of Borrower shall be reduced by such Lender’s Revolving 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 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable Revolving Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Revolving Lender’s payments of its Revolving Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender’s Note. The Administrative Agent shall notify the Borrower failure of any participations in any Swingline Loan acquired pursuant Revolving Lender to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made make available to the Administrative Agent and for the account of the Issuing Bank its Revolving Percentage of the unreimbursed amount of any such payment shall not relieve any other Revolving Lender of its obligation hereunder to make available to the Swingline LenderAdministrative Agent for the account of such Issuing Bank its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any amounts received by Revolving Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall be deemed to be a Defaulting Lender hereunder. (c) Whenever the Swingline Lender from Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Borrower (or other party Issuing Bank shall promptly pay to the Administrative Agent on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to Revolving Lenders and the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland time) on such day and otherwise on the next Business Day) pay to each Revolving Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s Revolving 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 promptly remitted requested by the Administrative Agent or Lender. (e) The obligations of a Revolving Lender to the Lenders that shall have made their make payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative AgentAgent for the account of the Issuing Bank with respect to a Facility Letter of Credit shall be absolute, as applicableunconditional and irrevocable, if and 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 extent issuance of such payment is required to Facility Letter of Credit, and such payments shall be refunded to made in accordance with the Borrower for any reason. The purchase terms and conditions of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement under all circumstances.

Participation. The Swingline Each Lender, upon issuance of a Letter of Credit, ------------- shall be deemed to have purchased without recourse a Participation Interest from the applicable Issuing Lender may by written notice given in such Letter of Credit (including each Existing Letter of Credit) and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion its pro rata share of the Swingline Loans outstanding. Such notice obligations under such Letter of Credit (based on the respective Revolving Commitment Percentages of the Lenders) and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely unconditionally and unconditionally agrees, upon receipt of notice as provided above, irrevocably assume and be obligated to pay to the Administrative Agentsuch Issuing Lender and discharge when due, for the account its pro rata share of the Swingline obligations arising under such Letter of Credit (including each Existing Letter of Credit). Without limiting the scope and nature of each Lender's Participation Interest in any Letter of Credit, to the extent that an Issuing Lender has not been reimbursed as required hereunder or under any such Lender’s Applicable Percentage Letter of Credit, each such Lender shall pay to such Issuing Lender its pro rata share of such Swingline Loan or Loans. Each unreimbursed drawing in same day funds on the day of notification by such Issuing Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans of an unreimbursed drawing pursuant to this paragraph is the provisions of subsection (d) below. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, an Event of Default or reduction any other occurrence or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Lender under any Letter of any default in the payment thereofCredit, together with interest as hereinafter provided.

Participation. The Swingline Lender (a) FICC and CME shall each determine which of its Clearing Members is eligible to become a Cross-Margining Participant; provided that in order to become a Cross- Margining Participant, a Clearing Member must be a Joint Clearing Member or be an Affiliate of a Clearing Member of the other Clearing Organization that both Clearing Organizations have determined to be eligible to be a Cross-Margining Participant. FICC shall notify CME, and CME shall notify FICC, upon acceptance of a Clearing Member as a Cross-Margining Participant, and the Clearing Organizations shall mutually agree on a start date for the Cross-Margining Participant. (b) A Joint Clearing Member shall become a Cross-Margining Participant upon the acceptance by FICC and CME of a Clearing Member Cross-Margining Agreement (Joint Clearing Member) in the form of Appendix A hereto. (c) A Clearing Member of FICC or CME and its Affiliate that is a Clearing Member at the other Clearing Organization shall become Cross-Margining Participants and Cross-Margining Affiliates of one another upon the acceptance by FICC and CME of a Clearing Member Cross- Margining Agreement (Affiliated Clearing Members) in the form of Appendix B hereto. (d) Either FICC or CME may by written notice given require a Cross-Margining Participant to provide an opinion of counsel as to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion enforceability of the Swingline Loans outstanding. Such notice shall specify provisions of this Agreement and the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account Rules of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 applicable Clearing Organization with respect to Loans made by such Lender Cross-Margining Participant and, if applicable, its Cross-Margining Affiliate. (and Section 2.07 shall apply, mutatis mutandis, e) In addition to the payment obligations rights of each Clearing Organization under Section 7 of the Lenders)Agreement, and either FICC or CME may terminate the Administrative Agent shall promptly pay participation of a particular Cross-Margining Participant (including, if applicable, a Cross-Margining Affiliate at such Clearing Organization) upon two Business Days’ prior written notice to the Swingline Lender other Clearing Organization provided, however, that no such termination shall be effective with respect to any Reimbursement Obligation or Guaranty with respect to that Cross-Margining Participant or its Cross-Margining Affiliate that is incurred prior to the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower effectiveness of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereoftermination.

Participation. The Swingline Lender If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if Buyer and Sellers mutually agree in writing on the terms upon which the Indemnifying Party may assume the defense of such claim, the Indemnifying Party may assume the defense thereof with counsel selected by written notice given the Indemnifying Party and reasonably satisfactory to the Administrative Agent not later than 10:00 a.m.Indemnified Party. Should the Indemnifying Party be entitled pursuant to the preceding sentence to assume the defense of a Third Party Claim, New York City time, on any Business Day require and the Lenders Buyer and Sellers agree in writing to acquire participations on such Business Day in all or a portion the Indemnifying Party's assumption of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt defense of such noticeThird Party Claim, the Administrative Agent Indemnifying Party will give notice not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense in accordance with this Section 12.5(b), the Indemnified Party shall have the right to participate in the defense thereof and to each Lenderemploy counsel, specifying in separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such notice such Lender’s Applicable Percentage defense but the fees and expenses of the Indemnified Party's counsel shall be the expense of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against any Indemnified Party, or (iii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses reasonably available to it which are different from or 77 additional to those available to the Administrative Agent, for Indemnifying Party other than a claim against the account of the Swingline Lender, Indemnifying Party. In any such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner case as provided in Section 2.07 Sections 12.5(b)(i), (ii) or (iii) hereof, the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. If the Indemnifying Party is entitled to, and chooses to, defend or prosecute any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and, upon the Indemnifying Party's request, the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to Loans made by such Lender (and Section 2.07 shall applyany action or Third Party Claim if the effect thereof is to admit any criminal liability by, mutatis mutandis, or to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of permit any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (injunctive relief or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required order providing nonmonetary relief to be refunded to entered against, the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofIndemnified Party.

Participation. The Swingline Each Lender may by written notice given other than Agent, with respect to the Administrative Existing Letters of Credit and Existing Letter of Credit Guaranties, hereby purchases without recourse a risk participation interest (such participation interest of each Lender being herein referred to as its "Letter of Credit Participation") in each Existing Letter of Credit and Existing Letter of Credit Guaranty, each drawing thereunder and the Letter of Credit Obligations arising thereunder, and, with respect to Letters of Credit and Letter of Credit Guaranties issued on and after the Closing Date, each Lender other than Agent not later than 10:00 a.m.shall be deemed to, New York City timeand hereby agrees to, have irrevocably purchased from Agent a Letter of Credit Participation in such Letter of Credit and Letter of Credit Guaranty, each drawing thereunder and the Letter of Obligations arising thereunder, in each case in an amount equal to such Lender's Pro Rata share (determined on any Business Day require the Lenders to acquire participations on basis of such Business Day in all or a portion Lender's Revolver Commitment) of the Swingline Loans outstanding. Such notice maximum amount which is or at any time may become available to be drawn thereunder, and shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such noticeabsolutely, the Administrative Agent will give notice thereof to each Lenderunconditionally and irrevocably assume, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely as primary obligor and unconditionally agreesnot as surety, upon receipt of notice as provided above, and be obligated to pay to the Administrative AgentAgent therefor and discharge when due, for the account its Pro Rata share of the Swingline Letter of Credit Obligations arising under such Letter of Credit and Letter of Credit Guaranty. Without limiting the scope and nature of each Lender's Letter of Credit Participation, such Lender’s Applicable Percentage to the extent that Agent has not been reimbursed as required hereunder, each Lender shall pay to Agent its Pro Rata share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations unreimbursed drawing in Swingline Loans same day funds on the day of notification by Agent of an unreimbursed drawing pursuant to this paragraph is the provisions of Section 1.3.2 hereof. The obligation of each Lender to so reimburse Agent shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance existence of a Default, Event of Default or reduction Overadvance Condition or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding other occurrence or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lenderevent. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse Agent under any Letter of any default in the payment thereofCredit or Letter of Credit Guaranty as provided herein.

Participation. The Swingline (i) Immediately upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in this Article IIA, each Lender may shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, without recourse, representation or warranty (except as to ownership), an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrowers with respect thereto) and all related rights hereunder. Each Lender's obligation to make further Loans to Borrowers (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 Facility Letters of Credit issued by written notice given the Issuing Bank on behalf of Borrowers shall be reduced by such Lender's Percentage of the undrawn portion of each Facility Letter of Credit outstanding. (ii) In the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrowers shall not have repaid such amount to the Issuing Bank pursuant to 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 not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, Issuing Bank the amount of such Lender’s Applicable 's Percentage of the unreimbursed amount of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)payment, and the Administrative Agent shall promptly pay such amount to the Swingline Issuing Bank. A Lender's payments of its Percentage of such Reimbursement Obligation as aforesaid shall be deemed to be a Loan by such Lender the amounts so received by it from the Lendersand shall constitute outstanding principal under such Lender's Note. The failure of any Lender to make available to the Administrative Agent shall notify for the Borrower account of the Issuing Bank its Percentage of the unreimbursed amount of any participations in such payment shall not relieve any Swingline Loan acquired 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 paragraph, and thereafter payments in respect of such Swingline Loan Section 2A.6(ii) shall be made deemed to be a Defaulting Lender hereunder. (iii) 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 not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts Agent shall promptly (on the same day as received by the Administrative Agent shall be promptly remitted by if received prior to noon (Cleveland time) on such day and otherwise on the Administrative Agent next Business Day) pay to the Lenders that shall have made their payments pursuant each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to this paragraph and to the Swingline such Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment 's Percentage thereof.