Common use of Participations Clause in Contracts

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderLenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Revolving Commitment Percentage of each LC Disbursement made by such the Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Such payment by the Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement payment shall be Dollars, then in the currency of such LC Disbursement and (ii) subject to clause (l) of this Section, if the currency of the applicable LC Disbursement or reimbursement payment shall be an Alternative Currency, in Dollars in an amount equal to the Dollar Amount of such LC Disbursement or reimbursement payment, calculated by the Administrative Agent using the Exchange Rate on the applicable LC Participation Calculation Date. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to amendment, renewal or extension of a Letter of Credit Credit, including any amendment increasing the amount thereof) ), and without any further action on the part of the applicable Issuing Bank Lender or any the Revolving LenderLenders, the such Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender (other than such Issuing Lender), and each Revolving Lender (other than such Issuing Lender) hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender (other than the applicable Issuing Lender) hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing BankLender, such Revolving Lender’s Applicable Revolving Commitment Percentage of the amount of each LC Disbursement made by such Issuing Bank under such Letter of Credit Lender and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this SectionSection 2.02(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender (other than the applicable Issuing Lender) acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 an Event of Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to amendment, renewal or extension of a Letter of Credit Credit, including any amendment increasing the amount thereof) ), and without any further action on the part of the applicable Issuing Bank Lender or any the Revolving LenderLenders, the such Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender (other than such Issuing Lender), and each Revolving Lender (other than such Issuing Lender) hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender▇▇▇▇▇▇’s Applicable Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender (other than the applicable Issuing Lender) hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing BankLender, such Revolving Lender’s Applicable Revolving Commitment Percentage of the amount of each LC Disbursement made by such Issuing Bank under such Letter of Credit Lender and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this SectionSection 2.02(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender (other than the applicable Issuing Lender) acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 an Event of Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason, in each case, in Dollars. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving CommitmentsFacility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section 2.11(f) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty The obligation of the Borrower deemed made pursuant Revolving Facility Lenders to Section 4.02participate in Letters of Credit shall terminate on the Revolving Facility Maturity Date.

Participations. By Each Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Revolving Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Revolving Lender acknowledges and agrees that shall pay to the Issuing Lender its obligation to acquire participations Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Revolving Lender to so reimburse the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Borrowers to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Non-Syndicated Letter of Credit (or an amendment to a Non-Syndicated Letter of Credit increasing the amount thereof) by the respective Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving LenderLender (other than the Issuing Lender itself), and each Revolving such Lender hereby acquires from such Issuing BankLender, a participation in such Non-Syndicated Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Non-Syndicated Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage The obligation of each LC Disbursement made by such Issuing Bank Lender under such a Non-Syndicated Letter of Credit shall be several and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonjoint. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters Non-Syndicated Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Non-Syndicated Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the respective Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by an Issuing Lender in respect of any Non-Syndicated Letter of Credit promptly upon the request of the Administrative Agent at any time from the time such LC Disbursement is made until such LC Disbursement is reimbursed by the Specified Account Party or at any time after any reimbursement payment is required to be refunded to the Specified Account Party for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Specified Account Party pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the respective Issuing Bank shall be entitled Lender or, to relythe extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not incur any liability for relying, upon relieve the representation and warranty Specified Account Party of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) pursuant to any Revolving Facility and without any further action on the part of the applicable Issuing Bank issuing such Letter of Credit or any the Revolving LenderLenders under such Revolving Facility, the each Issuing Bank that is the issuer thereof hereby grants to each Revolving LenderLender under such Revolving Facility, and each such Revolving Lender hereby acquires from such each Issuing Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Portion of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Portion of each Revolving LC Disbursement made by such Issuing Bank under such with respect to any Letter of Credit issued pursuant to any Revolving Facility under which such Lender holds a Revolving Commitment and not reimbursed by the a Borrower on the date due as provided in paragraph (fSection 2.04(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonsuch Borrower. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.04(d) in respect of Letters of Credit issued pursuant to the Revolving Facility under which such Lender holds Revolving Commitments 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank, and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, provided that no Lender shall be required to purchase a participation in a Letter of Credit pursuant to this Section 2.04(e) if (1)(x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit was issued and (y) the Required Lenders shall have so notified the Issuing Bank in writing and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist, or (2) such Letter of Credit has an expiration date that is later than the Maturity Date. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit (other than Letters of Credit with an expiration date that is later than the Maturity Date) promptly upon the request of the Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender further acknowledges (and agrees thatSection 2.05 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Lenders), renewing or extending and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Borrower pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Participated Letter of Credit (or an amendment to a Participated Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the applicable Issuing Bank Lender or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing BankLender, a participation in such Participated Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Participated Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage The obligation of each LC Disbursement made by such Issuing Bank Lender under such a Participated Letter of Credit shall be several and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonjoint. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Participated Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Participated Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Lender in respect of any Participated Letter of Credit promptly upon the request of the Issuing Lender at any time from the time such LC Disbursement is made until such LC Disbursement is reimbursed by the Specified Account Party or at any time after any reimbursement payment is required to be refunded to the Specified Account Party for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Specified Account Party pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the Issuing Bank shall be entitled Lender or, to relythe extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement shall not incur any liability for relying, upon relieve the representation and warranty Specified Account Party of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By Each Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of risk participation from the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder, in each case in an amount equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower applicable Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Revolving Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the applicable Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Revolving Lender acknowledges and agrees that shall pay to such Issuing Lender its obligation to acquire participations Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Revolving Lender to so reimburse the Issuing Lenders shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending Borrower to reimburse the Issuing Lenders under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Bank, and without any further action on the part of the applicable such Issuing Bank or any the Revolving LenderCredit Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Credit Commitments. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent in Dollars, for account of the respective Issuing Bank, such Revolving Credit Lender’s Applicable Percentage of the Dollar Equivalent of each LC Disbursement made by an Issuing Bank promptly upon the request of such Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrowers or at any time after any reimbursement payment is required to be refunded to the Borrowers for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.05 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Borrowers pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Credit Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement shall be entitled to rely, not constitute a Revolving Credit Loan and shall not incur any liability for relying, upon relieve the representation and warranty Borrowers of the Borrower deemed made pursuant their obligations to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Revolving Credit Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for account of each Issuing Lender, such Revolving Credit Lender’s Revolving Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.08 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.08 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to paragraph (f) of this Section, the Administrative Agent shall be entitled distribute such payment to relythe applicable Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Credit Loans as contemplated below) shall not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the U.S. Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each U.S. Revolving Facility Lender, and each U.S. Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such U.S. Revolving Facility Lender’s Applicable 's U.S. Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of such the applicable Issuing Bank, such U.S. Revolving Facility Lender’s Applicable 's U.S. Revolving Facility Percentage of (i) each LC L/C Disbursement made by such Issuing Bank under in Dollars and (ii) the Dollar Equivalent, determined using the Exchange Rates calculated as of the date such Letter payment is required, of Credit and each L/C Disbursement made by such Issuing Bank in a Foreign Currency and, in each case, not reimbursed by the U.S. Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the U.S. Borrower for any reasonreason (or, if such reimbursement payment was refunded in a Foreign Currency, the Dollar Equivalent thereof determined using the Exchange Rates calculated as of the date of such refund). Each U.S. Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By Each Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Revolving Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Revolving Lender acknowledges and agrees that shall pay to the Issuing Lender its obligation to acquire participations Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Revolving Lender to so reimburse the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Borrower to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderLenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each such Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Revolving Percentage (determined as of the time or times at which the Revolving Lenders are required to make payments in respect of unreimbursed LC Disbursements under such Letter of Credit pursuant to paragraph (e) below) of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonreason (or, if the currency of the applicable LC Disbursement or reimbursement payment shall be a Designated Foreign Currency, an amount equal to the US Dollar Equivalent thereof using the LC Exchange Rate in effect on the applicable LC Participation Calculation Date). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving CommitmentsCommitments or any fluctuation in currency values, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By Upon the date of the issuance or increase of a Letter of Credit occurring on or after the Closing Date (or an amendment to a including in the case of each Existing Letter of Credit increasing Credit, the amount thereof) and without any further action deemed issuance with respect thereto on the part of the applicable Issuing Bank or any Revolving LenderClosing Date), the Issuing Bank that is the issuer thereof hereby grants shall be deemed to have sold to each other Lender having a Revolving Lender, Commitment and each other Lender having a Revolving Lender hereby acquires Commitment shall have been deemed to have purchased from such the Issuing Bank, Bank a participation in such the related Letter of Credit Obligations equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under Pro Rata Share at such Letter of Creditdate. In consideration and in furtherance of the foregoing, each Lender having a Revolving Lender Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC Disbursement payment or disbursement made by such an Issuing Bank under such pursuant to a Letter of Credit and not reimbursed by the Borrower applicable Loan Party (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonSection 2.14(c). Each Lender having a Revolving Lender Commitment acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees thatThe Issuing Bank shall, in issuingpromptly following its receipt thereof, amending, renewing or extending any examine all documents purporting to represent a demand for payment under a Letter of Credit, the applicable . The Issuing Bank shall be entitled as promptly as possible give telephonic notification, confirmed by fax, to rely, the Administrative Agent and the Borrower of such demand for payment and whether the Issuing Bank has made or will make disbursement thereunder; provided that any failure to give or delay in giving such notice shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse the Issuing Bank and the Lenders with respect to any such payment or disbursement. The Administrative Agent shall promptly give each Lender having a Revolving Commitment notice thereof.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the available amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving RC Facility Lender, and each Revolving RC Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving RC Facility Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving RC Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving RC Facility Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by or on behalf of the Borrower on the date due as provided in paragraph clause (f) of this SectionSection 2.04 in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason; provided that if such LC Disbursement is denominated in an Approved Letter of Credit Foreign Currency or an Alternative Currency (other than Euros), each RC Facility Lender’s Applicable Percentage of such LC Disbursement shall be paid in Dollars in the amount of the Dollar Equivalent thereof. Each Revolving RC Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or Default, any reduction or termination of the Revolving CommitmentsRC Facility Commitments or the occurrence of the Termination Date, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, (i) in the case of a Global Tranche Letter of Credit, the Issuing Bank that is the issuer thereof in respect of such Letter of Credit hereby grants to each Revolving Global Tranche Lender, and each Revolving Global Tranche Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Global Tranche Lender’s Applicable 's Global Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit and (ii) in the case of a US/UK Tranche Letter of Credit, the Issuing Bank in respect of such Letter of Credit hereby grants to each US/UK Tranche Lender, and each US/UK Tranche Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such US/UK Tranche Lender's US/UK Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Applicable Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable 's Global Tranche Percentage or US/UK Tranche Percentage, as the case may be, of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section, Section (or of any reimbursement payment required to be refunded to the applicable Borrower for any reason), in each case in the currency of such LC Disbursement. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Global Tranche Commitments or US/UK Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit outstanding immediately prior to the Restatement Date will constitute a Letter of Credit hereunder and each Lender will, as of the Restatement Date, have a participation therein equal to its Applicable Percentage of the available amount to be drawn thereunder. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, each such payment to be made in Dollars. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing amending or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation representations and warranty warranties of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended or extended, Lenders with LC Exposures representing more than 50% of the aggregate LC Exposures shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, it shall have no obligation to issue, amend or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement (including the Dollar Equivalent of any LC Disbursement made in an LC Foreign Currency) made by such the Issuing Bank under such Letter of Credit and not reimbursed by the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment in respect of an LC Disbursement (including the Dollar Equivalent of any LC Disbursement made in an LC Foreign Currency) required to be refunded to the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the its Revolving Commitment or all Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving LenderFacility Lender that will continue to be a Revolving Facility Lender through the expiry date of such Letter of Credit, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable Revolving Facility Percentage of each LC L/C Disbursement relating to a Letter of Credit in which such Revolving Facility Lender has a participation made by such Issuing Bank under such Letter of Credit and in Dollars not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Prior to the Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of CreditFacility Maturity Date, the applicable Issuing Bank aggregate amount of participations in Letters of Credit held by Revolving Facility Lenders shall be entitled shared ratably by all Revolving Facility Lenders in proportion to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02their respective Revolving Facility Commitments.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Global Revolving Lender, and each Global Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Global Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of (i) each LC Disbursement made by such Issuing Bank in U.S. Dollars and (ii) the U.S. Dollar Equivalent, using the Exchange Rate in effect on the date such payment is required, of each LC Disbursement made by such Issuing Bank under such Letter of Credit and in an Alternative Currency and, in each case, not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonreason (or if such LC Disbursement or reimbursement payment was refunded in an Alternative Currency, the U.S. Dollar Equivalent thereof using the Exchange Rate in effect on the date of such refund). Each Global Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) ), and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Facility Lender, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Revolving Letter of Credit equal to the product of (A) such Revolving Facility Lender’s Applicable Percentage of Pro Rata Share and (B) the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, an amount equal to the product of (A) such Revolving Facility Lender’s Applicable Percentage of Pro Rata Share and (B) each LC Revolving L/C Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Facility Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . (ii) Each Revolving Synthetic L/C Lender further hereby acknowledges and agrees that, that it holds a participation in issuing, amending, renewing or extending any each Synthetic Letter of Credit equal to such Synthetic L/C Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Synthetic Letter of Credit. The Administrative Agent hereby acknowledges that it holds the Credit-Linked Deposit of each Synthetic L/C Lender. Each Synthetic L/C Lender hereby absolutely and unconditionally agrees that if an Issuing Bank makes a Synthetic L/C Disbursement that is not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or is required to refund any reimbursement payment in respect of a Synthetic L/C Disbursement to the Borrower for any reason, the Administrative Agent shall reimburse the applicable Issuing Bank for the amount of such Synthetic L/C Disbursement from such Synthetic L/C Lender’s Credit-Linked Deposit on deposit in the Credit-Linked Deposit Account. In the event the Credit-Linked Deposit Account is charged by the Administrative Agent to reimburse the applicable Issuing Bank for an unreimbursed Synthetic L/C Disbursement, the Borrower shall have the right, at any time prior to the Synthetic L/C Maturity Date, to pay over to the Administrative Agent in reimbursement thereof an amount equal to the amount so charged and such payment shall be entitled deposited by the Administrative Agent in the Credit-Linked Deposit Account. Each Synthetic L/C Lender acknowledges and agrees that its obligation to rely, acquire and fund participations in respect of Synthetic Letters of Credit pursuant to this subparagraph (ii) is unconditional and irrevocable and shall not incur be affected by any liability for relyingcircumstance whatsoever, upon including any amendment, renewal or extension of any Synthetic Letter of Credit or the representation occurrence and warranty continuance of a Default or Event of Default or the return of the Borrower deemed Credit-Linked Deposits, and that each such payment shall be made pursuant without any offset, abatement, withholding or reduction whatsoever. Without limiting the foregoing, each Synthetic L/C Lender irrevocably authorizes the Administrative Agent to Section 4.02apply amounts of its Credit-Linked Deposit as provided in this subparagraph (ii).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s Applicable Percentage applicable ratable share (as determined pursuant to the foregoing) of each LC L/C Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonreason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Lender’s Revolving CommitmentsFacility Credit Exposure at any time might exceed its Commitment at such time (in which case Section 2.11(d) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender in accordance with the terms and conditions of this Agreement, and without any further action on the part of the applicable Issuing Bank Lender or any the Revolving LenderCredit Lenders, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such the Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for account of the Issuing Lender, such Revolving Credit Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Lender promptly upon the request of the Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.06 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any Letter payment from the Borrower pursuant to paragraph (f) of Creditthis Section, the applicable Administrative Agent shall distribute such payment to the Issuing Bank Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or a Swingline Loan as contemplated under paragraph (f) of this Section) shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Revolving Credit Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for account of each Issuing Lender, such Revolving Credit Lender’s Revolving Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrowers or at any time after any reimbursement payment is required to be refunded to the Borrowers for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.08 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.08 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to paragraph (f) of this Section, the Administrative Agent shall be entitled distribute such payment to relythe applicable Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Credit Loans as contemplated below) shall not constitute a Loan and shall not incur any liability for relying, upon relieve the representation and warranty Borrowers of the Borrower deemed made pursuant their obligations to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the term thereof) in accordance with the terms hereof, and without any further action on the part of the applicable Issuing Bank Bank, the Administrative Agent, or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender▇▇▇▇▇▇’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender’s obligation to acquire participations pursuant to this paragraph is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any extension or other amendment of any Letter of Credit in accordance with the terms hereof, any Default or Event of Default, or any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely absolutely, unconditionally and unconditionally irrevocably agrees to pay to the Administrative Agent, for the account of the Issuing Bank in the manner provided in Section 2.12(a) (and the Administrative Agent shall pay to such Issuing BankBank promptly upon receipt), such Revolving Lender▇▇▇▇▇▇’s Applicable Percentage of each LC L/C Disbursement made by such Issuing Bank under promptly upon the request of such Letter Issuing Bank at any time from the time of Credit and not such L/C Disbursement until such L/C Disbursement is reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Facility Termination Date. Each Revolving Lender acknowledges and agrees Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.20(f), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that its obligation to acquire participations any Lenders have made payments pursuant to this paragraph in respect of Letters of Credit to reimburse the Issuing Bank, to such Lenders. Any payment made by a Lender pursuant to this paragraph is absolute and unconditional not a Loan and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve the Borrower of any its obligation to reimburse such L/C Disbursement. Each Lender’s participation in each Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each will be adjusted to reflect such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, Lender’s Applicable Percentage as in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled effect from time to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02time.

Participations. By the issuance of a Domestic Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable any Issuing Bank or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof with respect to such Letter of Credit hereby grants to each Domestic Revolving Credit Lender, and each Revolving such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit (or, in the case of the Existing Letters of Credit, upon the Closing Date). By the issuance of a Multicurrency Letter of Credit and without any further action on the part of any Issuing Bank or the Lenders, the Issuing Bank with respect to such Letter of Credit hereby grants to each Multicurrency Revolving Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. By the issuance of a U.K. Letter of Credit and without any further action on the part of any Issuing Bank or the Lenders, the Issuing Bank with respect to such Letter of Credit hereby grants to each U.K. Revolving Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Domestic Revolving Credit Lender, each Multicurrency Revolving Credit Lender and each U.K. Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Pro Rata Percentage of each LC Domestic L/C Disbursement, Multicurrency L/C Disbursement or U.K. L/C Disbursement, respectively, made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonSection 2.02(e). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By (i) Immediately upon the issuance by any Bank of any Letter of Credit, each Initial Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from such Bank, without recourse or warranty, an undivided interest and participation equal to the Pro Rata share of such Initial Revolver Lender (a “Participating Lender”) in all LC Outstandings arising in connection with such Letter of Credit and any security therefor or guaranty pertaining thereto, but in no event greater than an amount which, when added to such Initial Revolver Lender’s Pro Rata share of all Initial Revolver Loans and LC Outstandings then outstanding, exceeds such Initial Revolver Lender’s Initial Revolver Commitment. (ii) If any Bank makes any payment under a Letter of Credit (and Borrowers do not repay or an amendment cause to a Letter of Credit increasing be repaid the amount thereofof such payment on the Reimbursement Date, Administrative Agent shall promptly notify each Participating Lender of such payment and each Participating Lender shall promptly (and in any event within 1 Business Day after its receipt of notice from Administrative Agent) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing the applicable issuing Bank, in immediately available funds, the amount of such Revolving Participating Lender’s Applicable Percentage Pro Rata share of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Sectionpayment, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each which such payment shall be made without in Dollars, with respect to Letters of Credit denominated in Dollars, Pounds Sterling, with respect to Letters of Credit denominated in Pounds Sterling, and Canadian Dollars, with respect to Letters of Credit denominated in Canadian Dollars. If a Participating Lender does not make its Pro Rata share of the amount of such payment available to Administrative Agent, on a timely basis as herein provided, such Participating Lender agrees to pay to Administrative Agent, for the account of the applicable issuing Bank’s account, forthwith on demand, such amount together with interest thereon at the Federal Funds Rate until paid. The failure of any offsetParticipating Lender to make available to Administrative Agent such Participating Lender’s Pro Rata share of the LC Outstandings shall not relieve any other Participating Lender of its obligation hereunder to make available to Administrative Agent its Pro Rata share of the LC Outstandings, abatementbut no Participating Lender shall be responsible for the failure of any other Participating Lender to make available to Administrative Agent its Pro Rata share of the LC Outstandings on the date such payment is to be made. (iii) Whenever Administrative Agent receives a payment on account of the LC Outstandings, withholding or reduction whatsoever. Each Revolving including any interest thereon, as to which Administrative Agent has previously received payments from any Initial Revolver Lender further acknowledges and agrees thatfor the account of the applicable issuing Bank, Administrative Agent shall promptly pay to each Participating Lender which has funded its participating interest therein, in issuingimmediately available funds, amending, renewing or extending any an amount equal to such Participating Lender’s Pro Rata share thereof. (iv) The obligation of each Participating Lender to make payments to Administrative Agent for the account of the applicable issuing Bank in connection with such Bank’s payment under a Letter of CreditCredit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever (other than for the applicable issuing Bank’s gross negligence or willful misconduct), and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and irrespective of whether or not any or all Borrowers may assert or have any claim for any lack of validity or unenforceability of this Agreement or any of the other Loan Documents; the existence of any Default or Event of Default; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; the existence of any setoff or defense any Obligor may have with respect to any of the Obligations; or the termination of the Initial Revolver Commitment. (v) Neither Administrative Agent nor any Bank nor any of their respective officers, directors, employees or agents shall be liable to any Participating Lender for any action taken or omitted to be taken under or in connection with any of the LC Documents except as a result of actual gross negligence or willful misconduct on the part of Administrative Agent or such Bank. Neither Administrative Agent nor any Bank assumes any responsibility for any failure or delay in performance or breach by any or all Borrowers or any other Person of any of its obligations under any of the LC Documents. Neither Administrative Agent nor any Bank makes to Participating Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, the applicable Issuing LC Documents, or any Obligor. Neither Administrative Agent nor any Bank shall be responsible to any Participating Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any of the LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any of the Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Borrower or any other Obligor or any Account Debtor. In connection with its administration of and enforcement of rights or remedies under any of the LC Documents, Administrative Agent and each Bank shall be entitled to relyact, and shall be fully protected in acting upon, any certification, notice or other communication in whatever form believed by Administrative Agent or such Bank, as applicable, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Administrative Agent and any Bank may consult with and employ legal counsel, accountants and other experts and to advise it concerning its rights, powers and privileges under the LC Documents and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Administrative Agent and any Bank may employ agents and attorneys-in-fact in connection with any matter relating to the LC Documents and shall not incur be liable for the negligence, default or misconduct of any such agents or attorneys-in-fact selected by Administrative Agent or such Bank, as applicable, with reasonable care. Neither Administrative Agent nor any Bank shall have any liability for relyingto any Participating Lender by reason of Administrative Agent’s or such Bank’s, upon the representation and warranty as applicable, refraining to take any action under any of the Borrower deemed made pursuant LC Documents without having first received written instructions from the Required Lenders to Section 4.02take such action. (vi) Upon the request of any Participating Lender, Administrative Agent shall furnish to such Participating Lender copies (to the extent then available to Administrative Agent) of each outstanding Letter of Credit and related LC Application and all other documentation pertaining to such Letter of Credit as may be in the possession of Administrative Agent and reasonably requested from time to time by such Participating Lender.

Participations. By the issuance of a With respect to each Letter of Credit (or an amendment described on Schedule 1.1(c) which is outstanding on the Closing Date, each Lender is deemed to have purchased a participation in the related Letter of Credit increasing the amount thereof) and without any further action Exposure equal to such Lender’s Pro Rata Share of such Letter of Credit Exposure on the part Closing Date. On the date of the applicable issuance or increase of any Letter of Credit on or after the Closing Date, each Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants Lender shall be deemed to have sold to each Revolving Lender, other Lender and each Revolving other Lender hereby acquires shall have been deemed to have purchased from such Issuing BankLender a participation in the Letter of Credit Exposure related to the Letters of Credit issued by such Issuing Lender equal to such Lender’s Pro Rata Share at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement. Each Issuing Lender shall promptly deliver to the Administrative Agent by telex, telephone, or facsimile (or by e-mail with a return receipt requested) which the Administrative Agent will promptly deliver to each such participant Lender, a notice of each Letter of Credit of such Issuing Lender issued, increased or decreased, and the Administrative Agent shall also notify each Lender of the actual amount of such Lender’s participation in such Letter of Credit equal to such Revolving Credit. Each Lender’s Applicable Percentage obligation to purchase participating interests pursuant to this Section, to make a Mandatory Revolving Borrowing as set forth in clause (d) below, to reimburse such Issuing Lender for such Lender’s Pro Rata Share of the aggregate amount available to be drawn any payment under such a Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made Credit by such Issuing Bank under such Letter of Credit and Lender not reimbursed in full by the Borrower on the date due as provided Borrower, and to fund its participation interests in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is as set forth below, shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (i) any amendmentof the circumstances described in paragraph (f) or (e) below, renewal or extension of any Letter of Credit or (ii) the occurrence and continuance of a Default Default, (iii) an adverse change in the financial condition of the Borrower, (iv) any deposit of cash or other securities as collateral or the provision of any reduction or other support for the Borrower’s reimbursement obligations related thereto, (v) any termination of this Agreement other than a termination in writing agreed to by each Issuing Lender which expressly provides for a termination of the Revolving CommitmentsLenders’ reimbursement obligations owing to the Issuing Lenders hereunder, and that each such payment shall be made without (vi) any offsetother circumstance, abatementhappening or event whatsoever, withholding whether or reduction whatsoever. Each Revolving Lender further acknowledges and agrees not similar to any of the foregoing; provided that, in issuinga Lender may have a claim against an Issuing Lender for any such circumstance, amending, renewing happening or extending any Letter of Credit, event constituting or arising from gross negligence or willful misconduct on the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty part of the Borrower deemed made pursuant to Section 4.02such Issuing Lender.

Participations. By Each Revolving Lender (i) on the Closing Date with respect to the Existing Letters of Credit and (ii) upon issuance of a any Letter of Credit (or an amendment shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to such Revolving its Pro Rata Share of the Issuing Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower Issuing Lender therefor and discharge when due, its Pro Rata Share of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Revolving Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Revolving Lender acknowledges and agrees that shall pay to the Issuing Lender its obligation to acquire participations Pro Rata Share of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Revolving Lender to so reimburse the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Borrower to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the such Issuing Bank that is the issuer thereof of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.024.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the US Dollar Tranche Revolving LenderLenders, the Issuing Bank that is the issuer thereof issued such Letter of Credit hereby grants to each US Dollar Tranche Revolving Lender, and each US Dollar Tranche Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such US Dollar Tranche Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each US Dollar Tranche Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such US Dollar Tranche Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Subject to paragraph (m) of this Section, each US Dollar Tranche Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the US Dollar Tranche Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Dollar Tranche Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the latest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal), the majority in interest of the US Dollar Tranche Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02 would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the applicable Issuing Bank Lender of such Letter of Credit or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving In consideration and in furtherance of the foregoing, each relevant Lender further acknowledges hereby absolutely and agrees thatunconditionally agrees, upon receipt of a notice as provided for in issuingthe final paragraph of Section 2.06(f), amendingto pay to the Administrative Agent, renewing or extending any for the account of the relevant Issuing Lender of each Letter of CreditCredit such Lender’s Applicable Percentage of the amount of each LC Disbursement, or the Dollar Equivalent of the amount of each LC Disbursement made in an Alternative Currency, made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the relevant Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made 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 relevant Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the relevant Borrower pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to such Issuing Bank Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon relieve the representation and warranty relevant Borrower of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage (or in the case of a Letter of Credit denominated in an Alternative Currency, the USD/Multicurrency Applicable Percentage) of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay (in dollars, which in the case of a Letter of Credit not denominated in dollars shall be determined based on the Dollar Equivalent, using the applicable Spot Rate in effect on the date such payment is required), to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage (or in the case of a Letter of Credit denominated in an Alternative Currency, the USD/Multicurrency Applicable Percentage) of each LC Disbursement made by such the Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this SectionSection 2.05, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Notwithstanding anything herein to the contrary, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities outstanding hereunder; it being understood that, subject to the preceding, dollar denominated Letters of Credit shall be allocated (and participated in and paid) under the combined Revolving Facility (versus under either the USD Only Revolving Facility and the USD/Multicurrency Revolving Facility) in accordance with the Lenders’ respective Revolving Commitments. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the ABL Revolving LenderLenders, the applicable Issuing Bank that is the issuer thereof hereby grants to each ABL Revolving Lender, and each ABL Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such ABL Revolving Lender’s ABL Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each ABL Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such ABL Revolving Lender’s ABL Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each ABL Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any Event of Default or reduction or termination of the ABL Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Notwithstanding the terms of Section 2.02, if any Letters of Credit remain outstanding upon the termination of the ABL Revolving Commitments, to the extent the ABL Revolving Commitments exceed the aggregate ABL Revolving Exposure upon such termination of the ABL Revolving Commitments, the Issuing Banks shall be deemed to have sold to each ABL Revolving Lender, and each ABL Revolving Lender further acknowledges shall be deemed unconditionally and agrees thatirrevocably to have so purchased from the Issuing Banks, without recourse or warranty, an undivided interest and participation, to the extent of such ABL Revolving Lender’s ABL Applicable Percentage in issuingthe lesser of (i) such ABL Excess Availability and (ii) such undivided interest and participation of each Lender in such outstanding Letters of Credit, amending, renewing each drawing thereunder and the obligations of the Borrowers under this Agreement and the other Loan Documents with respect thereto. Any action taken or extending omitted by any Issuing Bank under or in connection with a Letter of Credit, if taken or omitted in the applicable absence of gross negligence or willful misconduct, shall not create for such Issuing Bank shall be entitled any resulting liability to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02ABL Revolving Lender.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderCredit Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Credit Lender, and each such Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Revolving Percentage (determined as of the time or times at which the Revolving Credit Lenders are required to make payments in respect of unreimbursed LC Disbursements under such Letter of Credit pursuant to paragraph (e) below) of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonreason (or, if the currency of the applicable LC Disbursement or reimbursement payment shall be a Designated Foreign Currency, an amount equal to the US Dollar Equivalent thereof using the LC Exchange Rate in effect on the applicable LC Participation Calculation Date). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving CommitmentsCommitments or any fluctuation in currency values, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Participated Letter of Credit (or an amendment to a Participated Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the applicable Issuing Bank Lender or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing BankLender, a participation in such Participated Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Participated Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage The obligation of each LC Disbursement made by such Issuing Bank Lender under such a Participated Letter of Credit shall be several and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonjoint. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Participated Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Participated Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Lender in respect of any Participated Letter of Credit promptly upon the request of the Issuing Lender at any time from the time such LC Disbursement is made until such LC Disbursement is reimbursed by the Company or at any time after any reimbursement payment is required to be refunded to the Company for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Company pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the Issuing Bank shall be entitled Lender or, to relythe extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement shall not incur any liability for relying, upon relieve the representation and warranty Company of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Multicurrency Revolving LenderLenders, the such Issuing Bank that is the issuer thereof hereby grants to each Multicurrency Revolving Lender, and each Multicurrency Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Multicurrency Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (fe) of this SectionSection 2.5, or of any reimbursement payment required to be refunded to the any Borrower for any reason; it being understood and agreed that (x) with respect to each LC Disbursement denominated in dollars, such payment shall be denominated in dollars and (y) with respect to each LC Disbursement denominated in an Alternative Currency, such payment shall be denominated in such Alternative Currency or, in the case of a Designated LC Disbursement, in dollars. Each Multicurrency Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 Credit, the occurrence and continuance of a Default or any Default, the reduction or termination of the Multicurrency Revolving CommitmentsCommitments or any adverse change in the relevant exchange rates or the availability of the relevant Alternative Currency to any Borrower or any Subsidiary or the relevant currency markets generally, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending . (ii) In determining whether to pay under any Letter of Credit, the applicable no Issuing Bank shall have any obligation other than to confirm that any documents required to be entitled delivered under such Letter of Credit appear to rely, have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an Issuing Bank under or in connection with any Letter of Credit issued by it shall not incur create for such Issuing Bank any resulting liability for relyingto any Borrower, upon any other Loan Party, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence, bad faith or willful misconduct on the representation part of such Issuing Bank (as determined by a court of competent jurisdiction in a final and warranty of the Borrower deemed made pursuant to Section 4.02non-appealable decision).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Revolving Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of each Issuing Lender, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made in the Currency of such LC Disbursement and without any offset, abatement, withholding or reduction whatsoever. Each Such payment obligation shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender further acknowledges or the Borrower may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Article V, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Revolving Loans made by such Revolving Lender (and agrees thatSection 2.05 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to paragraph (f) of this Section, the Administrative Agent shall be entitled distribute such payment to relythe applicable Issuing Lender or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s Applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonreason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving Commitments, Facility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment i) Each Issuing Lender irrevocably agrees to a Letter of Credit increasing the amount thereof) grant and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such Lender’s own account and risk, an undivided interest equal to such Lender’s Revolving Lender hereby acquires from such Credit Percentage in each Issuing Bank, a participation in such Lender’s obligations and rights under each Letter of Credit equal to issued by such Revolving Lender’s Applicable Percentage Issuing Lender hereunder and the amount of the aggregate amount available to be drawn each draft paid by such Issuing Lender thereunder. Each Lender unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under such any Letter of Credit. In consideration and Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in furtherance full by the Borrower in accordance with the terms of the foregoingthis Agreement, each Revolving such Lender hereby absolutely and unconditionally agrees to shall pay to the Administrative Agent, Agent for the account of such Issuing Bank, Lender upon demand at such Revolving Issuing Lender’s Applicable address for notices specified herein (and thereafter the Agent shall promptly pay to such Issuing Lender) an amount equal to such Lender’s Revolving Credit Percentage of each LC Disbursement made by the amount of such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Sectiondraft, or of any reimbursement payment required to be refunded to the Borrower for any reasonpart thereof, that is not so reimbursed. Each Revolving Lender acknowledges and agrees that its Lender’s obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, including any amendment, renewal or extension of any Letter of Credit or (B) the occurrence and or continuance of a Default or an Event of Default or the failure to satisfy any reduction or termination of the Revolving Commitmentsother conditions specified in Article 4, and that each (C) any adverse change in the condition (financial or otherwise) of any Borrower, (D) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (ii) If any amount required to be paid by any Lender to an Issuing Lender pursuant to Section 2.03(e)(i) in respect of any unreimbursed portion of any payment made by such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of CreditCredit is paid to such Issuing Lender within three Business Days after the date such payment is due, the applicable Issuing Bank Lender shall so notify the Agent, who shall promptly notify the Lenders and each such Lender shall pay to the Agent, for the account of the Issuing Lender on demand (and thereafter the Agent shall promptly pay to the Issuing Lender) an amount equal to the product of (A) such amount, times (B) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Lender pursuant to Section 2.03(e)(i) is not made available to the Agent, for the account of such Issuing Lender, by such Lender within three Business Days after the date such payment is due, the Agent, on behalf of such Issuing Lender shall be entitled to relyrecover from such Lender, and shall not incur any liability for relyingon demand, upon such amount with interest thereon calculated from such due date at the representation and warranty rate per annum applicable to ABR Loans. A certificate of the Agent on behalf of such Issuing Lender submitted to any Lender with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error. (iii) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from the Agent any Lender’s pro rata share of such payment in accordance with Section 2.03(e)(i), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower deemed made pursuant or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to Section 4.02the Agent for the account of such Lender (and thereafter, the Agent will promptly distribute to such Lender) its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such Lender shall return to the Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

Participations. By Each Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Lender shall pay to the Issuing Lender its Revolving Lender acknowledges and agrees that its obligation to acquire participations Commitment Percentage of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Lender to so reimburse the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Borrower to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and the creation of an Acceptance by an Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Revolving Credit Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit and such Acceptance equal to such Revolving LenderCredit ▇▇▇▇▇▇’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement Credit or payment made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonAcceptance. Each Revolving Credit Lender acknowledges and agrees that its obligation obligations to acquire participations pursuant to this paragraph in respect of Letters of Credit is and Acceptances and to make payments in respect of such acquired participations are 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 any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for account of each Issuing Lender, such Revolving Credit Lender’s Revolving Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the applicable Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.09 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.09 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to paragraph (f) of this Section, the Administrative Agent shall be entitled distribute such payment to relythe applicable Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Credit Loans as contemplated below) shall not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty relieve such Borrower of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderLenders, the applicable Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Revolver Borrower on the date due as provided in paragraph (fe) of this SectionSection 2.05, or of any reimbursement payment required to be refunded to the Revolver Borrower for any reason, in each case, in Dollars at the Dollar Equivalent of such LC Disbursement (regardless of the actual currency of such LC Disbursement), except that any amounts which the respective Issuing Bank requires to be repaid in an Alternative Currency permitted pursuant to following paragraph (e) shall also be required to be reimbursed by the respective Revolving Lenders as provided in this paragraph (d) in the respective Alternative Currency in which such amount is owing by the Borrowers. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any Event of Default or reduction or termination of the Revolving CommitmentsCredit Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving Lender’s Revolving Credit Exposure at any time might exceed its Revolving Credit Commitment at such time (in which case Section 2.11(b)(ix) shall apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, (i) in the case of a Global Tranche Letter of Credit, the Issuing Bank that is the issuer thereof in respect of such Letter of Credit hereby grants to each Revolving Global Tranche Lender, and each Revolving Global Tranche Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Global Tranche Lender’s Applicable Global Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit and (ii) in the case of a US/UK Tranche Letter of Credit, the Issuing Bank in respect of such Letter of Credit hereby grants to each US/UK Tranche Lender, and each US/UK Tranche Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such US/UK Tranche Lender’s US/UK Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Global Tranche Percentage or US/UK Tranche Percentage, as the case may be, of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section, Section (or of any reimbursement payment required to be refunded to the applicable Borrower for any reason), in each case in the currency of such LC Disbursement. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Global Tranche Commitments or US/UK Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) pursuant to any Revolving Facility and without any further action on the part of the applicable Issuing Bank issuing such Revolving Letter of Credit or any the Revolving LenderLenders under such Revolving Facility, the each Issuing Bank that is the issuer thereof hereby grants to each Revolving LenderLender under such Revolving Facility, and each such Revolving Lender hereby acquires from such each Issuing Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Portion of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Portion of each Revolving LC Disbursement made by such Issuing Bank under such with respect to any Revolving Letter of Credit issued pursuant to any Revolving Facility under which such Lender holds a Revolving Commitment and not reimbursed by the a Borrower on the date due as provided in paragraph (fSection 2.04(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonsuch Borrower. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.04(d) in respect of Revolving Letters of Credit issued pursuant to the Revolving Facility under which such Lender holds Revolving Commitments is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) By the issuance of an LC Facility Letter of Credit (or an amendment to an LC Facility Letter of Credit increasing the amount thereof), without any further action on the part of the LC Facility Issuing Bank or the LC Facility Lenders, the LC Facility Issuing Bank hereby grants to each LC Facility Lender, and each LC Facility Lender hereby acquires from the LC Facility Issuing Bank, a participation in each LC Facility Letter of Credit equal to such LC Facility Lender’s Ratable Portion of the aggregate amount available to be drawn under such LC Facility Letter of Credit. The aggregate purchase price for the participations of each LC Facility Lender in LC Facility Letters of Credit shall equal the amount of the LC Facility Deposit of such LC Facility Lender. Each Revolving LC Facility Lender further hereby absolutely and unconditionally agrees that if the LC Facility Issuing Bank makes an LC Facility LC Disbursement which is not reimbursed by the U.S. Borrower on the date due as provided in Section 2.04(e), or is required to refund any reimbursement payment in respect of an LC Facility LC Disbursement to the U.S. Borrower for any reason, the LC Facility Agent shall reimburse the LC Facility Issuing Bank for the amount of such LC Facility LC Disbursement from the Credit-Linked Deposit Account in accordance with Section 2.04(e)(iii). Each LC Facility Lender acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, that its authorization granted hereby and obligations hereunder are unconditional and irrevocable and shall not incur be affected by any liability for relyingcircumstance whatsoever, upon including any amendment, renewal or extension of any LC Facility Letter of Credit or the representation occurrence and warranty continuance of a Default or the return of the Borrower deemed made pursuant LC Facility Deposits. Without limiting the foregoing, the LC Facility Lenders irrevocably authorize the LC Facility Agent to apply the LC Facility Deposits as provided in this Section 4.022.04(d)(ii). As provided in the definition of “Ratable Portion”, it is agreed that the respective Ratable Portions of each LC Facility Lender shall be subject to adjustment on each date on which LC Facility Deposits are returned to any LC Facility Lender hereunder and under other circumstances described therein in connection with the issuance or existence of Later Expiring LC Facility Letters of Credit.

Participations. By Each Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to such Revolving Lender’s Applicable its Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower Issuing Lender therefor and discharge when due, its Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Revolving Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Revolving Lender acknowledges and agrees that shall pay to the Issuing Lender its obligation to acquire participations Commitment Percentage of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Revolving Lender to so reimburse the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Company to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders under the applicable Tranche, the such Issuing Bank that is the issuer thereof hereby grants to each such Revolving Facility Lender, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Revolving Letter of Credit equal to such Revolving Facility Lender’s Applicable Tranche Percentage in respect of such Tranche of the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in U.S. Dollars, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable Tranche Percentage of (i) each LC Revolving L/C Disbursement made by such Issuing Bank under in U.S. Dollars and (ii) the U.S. Dollar Equivalent, using the Exchange Rates in effect on the date such Letter payment is required, of Credit and each Revolving L/C Disbursement made by such Issuing Bank in an Alternative Currency and, in each case, not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the such Borrower for any reasonreason (or if such Revolving L/C Disbursement or reimbursement payment was refunded in an Alternative Currency, the U.S. Dollar Equivalent thereof using the Exchange Rate in effect on the date of such refund). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. . (ii) Each Revolving Tranche C-3 Lender further hereby acknowledges and agrees that, that it holds a participation in issuing, amending, renewing or extending any each Tranche C-3 Letter of Credit equal to such Tranche C-3 Lender’s Tranche C-3 Percentage of the aggregate amount available to be drawn under such Tranche C-3 Letter of Credit. The Administrative Agent hereby acknowledges that it holds the Tranche C-3 Credit-Linked Deposit of each Tranche C-3 Lender. Each Tranche C-3 Lender hereby absolutely and unconditionally agrees that if an Issuing Bank makes a Tranche C-3 L/C Disbursement that is not reimbursed by the U.S. Borrower on the date due as provided in paragraph (e) of this Section, or is required to refund any reimbursement payment in respect of a Tranche C-3 L/C Disbursement to the U.S. Borrower for any reason, the Administrative Agent shall reimburse the applicable Issuing Bank for the amount of such Tranche C-3 L/C Disbursement from such Tranche C-3 Lender’s Tranche C-3 Credit-Linked Deposit on deposit in the Tranche C-3 Credit-Linked Deposit Account. In the event the Tranche C-3 Credit-Linked Deposit Account is charged by the Administrative Agent to reimburse the applicable Issuing Bank for an unreimbursed Tranche C-3 L/C Disbursement, the U.S. Borrower shall have the right, at any time prior to the Tranche C-3 Maturity Date, to pay over to the Administrative Agent in reimbursement thereof an amount equal to the amount so charged, and such payment shall be entitled deposited by the Administrative Agent in the Tranche C-3 Credit-Linked Deposit Account. Each Tranche C-3 Lender acknowledges and agrees that its obligation to rely, acquire and fund participations in respect of Tranche C-3 Letters of Credit pursuant to this subparagraph (ii) is unconditional and irrevocable and shall not incur be affected by any liability for relyingcircumstance whatsoever, upon including any amendment, renewal or extension of any Tranche C-3 Letter of Credit or the representation occurrence and warranty continuance of a Default or Event of Default or the return of the Borrower deemed Tranche C-3 Credit-Linked Deposits, and that each such payment shall be made pursuant without any offset, abatement, withholding or reduction whatsoever. Without limiting the foregoing, each Tranche C-3 Lender irrevocably authorizes the Administrative Agent to Section 4.02apply amounts of its Tranche C-3 Credit-Linked Deposit as provided in this subparagraph (ii).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Domestic Revolving LenderLender in the case of any Domestic Letter of Credit and each Multicurrency Revolving Lender in the case of any Multicurrency Letter of Credit, and each Domestic Revolving Lender in the case of any Domestic Letter of Credit and each Multicurrency Revolving Lender in the case of any Multicurrency Letter of Credit hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s 's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Domestic Revolving Lender in the case of any Domestic LC Disbursement made by the Issuing Bank and each Multicurrency Revolving Lender in the case of any Multicurrency LC Disbursement made by the Issuing Bank hereby absolutely and unconditionally agrees to pay to 44 38 the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s 's Applicable Percentage of each such LC Disbursement made by such Issuing Bank under such Letter of Credit and to the extent not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section, or of to the extent that any reimbursement payment is required to be refunded to the applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank All such payments with respect to an LC Disbursement shall be entitled to rely, and shall not incur any liability for relying, upon made in the representation and warranty of the Borrower deemed made pursuant to Section 4.02currency in which such LC Disbursements is denominated.

Participations. By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderCredit Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Sectionmade, or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be an Advance to the Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.02. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender further acknowledges and agrees that, that its participation in issuing, amending, renewing or extending any each Letter of Credit, the applicable Issuing Bank shall Credit will be entitled automatically adjusted to rely, and shall not incur any liability for relying, upon the representation and warranty reflect such Lender’s Ratable Share of the Borrower deemed made Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with Section 4.022.21, an assignment in accordance with Section 8.07 or otherwise pursuant to this Agreement.

Participations. By the Each Participant, upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing risk participation from the amount thereof) and without any further action on the part of the applicable relevant Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and each LOC Document related thereto and the rights and obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Loan Commitment Percentage of the aggregate amount available obligations under such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to be drawn pay to such Issuing Lender therefor and discharge when due, its Revolving Loan Commitment Percentage of the obligations arising under such Letter of Credit. In consideration Without limiting the scope and nature of each Participant’s participation in furtherance any Letter of the foregoingCredit, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such extent that any Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank Lender has not been reimbursed as required hereunder or under any such Letter of Credit and not reimbursed by or pursuant to a Mandatory Borrowing under Section 2.2(e)(i), each such Participant shall fund its Participation Interest in such unreimbursed drawing in accordance with the Borrower on the date due as provided in paragraph (f) terms of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonSection 2.2(e)(ii). Each Revolving Lender Participant acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 (provided that such Letter of Credit shall expire no later than the date set forth in paragraph (a) of this Section), the occurrence and continuance of a Default or Default, any reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender Participant further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable relevant Issuing Bank Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation representations and warranty warranties of the Borrower deemed made pursuant to Section 4.025.2. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the relevant Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.

Participations. By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Revolving Letter of Credit equal to such Revolving Facility Lender’s Applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent (w) in the case of Revolving Letters of Credit denominated in any currency other than Canadian Dollars, Euro or Sterling, in U.S. Dollars, (x) in the case of Revolving Letters of Credit denominated in Canadian Dollars, in Canadian Dollars, (y) in the case of Revolving Letters of Credit denominated in Euro, in Euro and (z) in the case of Revolving Letters of Credit denominated in Sterling, in Sterling, in each case, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable Revolving Facility Percentage of each LC Revolving L/C Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By Each Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder, in each case in an amount equal to such Revolving Lender’s Applicable its Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower Issuing Lender therefor and discharge when due, its Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Revolving Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Revolving Lender acknowledges and agrees that shall pay to the Issuing Lender its obligation to acquire participations Commitment Percentage of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Revolving Lender to so reimburse the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Borrower to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By Each Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of risk participation from the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not reimbursed by as surety, and be obligated to pay to the Borrower applicable Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date due as provided it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the applicable Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Lender shall pay to the applicable Issuing Lender its Revolving Lender acknowledges and agrees that its obligation to acquire participations Commitment Percentage of such unreimbursed drawing in same day funds pursuant to this paragraph and in respect accordance with the provisions of Letters subsection (d) hereof. The obligation of Credit is each Lender to so reimburse the applicable Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Company to reimburse the applicable Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank Letter of Credit Issuer or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof Letter of Credit Issuer hereby grants to each US Revolving Lender, and each US Revolving Lender (each, a “Participant”) hereby acquires from such Issuing Bankthe Letter of Credit Issuer, a participation in such Letter of Credit or increase therein, as applicable, equal to such Revolving Lender’s Applicable US Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each US Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in US Dollars, for the account of such Issuing Bankthe Letter of Credit Issuer with respect to each Letter of Credit, such Revolving Lender’s Applicable US Revolving Percentage of (i) each LC Disbursement made by the Letter of Credit Issuer in US Dollars and (ii) the US Dollar Equivalent, using the Spot Exchange Rate on the date such payment is required, of each LC Disbursement made by such Issuing Bank under the Letter of Credit Issuer in Canadian Dollars with respect to such Letter of Credit and not reimbursed by the US Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the US Borrower for any reasonreason (or, if such reimbursement payment was refunded in Canadian Dollars, the US Dollar Equivalent thereof using the Spot Exchange Rate on the date of such refund). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and the creation of an Acceptance by an Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Revolving Credit Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit and such Acceptance equal to such Revolving Credit Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement Credit or payment made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonAcceptance. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit and Acceptances 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 any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for account of each Issuing Lender, such Revolving Credit Lender’s Revolving Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the applicable Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.09 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.09 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to paragraph (f) of this Section, the Administrative Agent shall be entitled distribute such payment to relythe applicable Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Credit Loans as contemplated below) shall not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty relieve such Borrower of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) pursuant to any Revolving Facility and without any further action on the part of the applicable Issuing Bank issuing such Revolving Letter of Credit or any the Revolving LenderLenders under such Revolving Facility, the each Issuing Bank that is the issuer thereof hereby grants to each Revolving LenderLender under such Revolving Facility, and each such Revolving Lender hereby acquires from such each Issuing Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Portion of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Portion of each Revolving LC Disbursement made by such Issuing Bank under such with respect to any Revolving Letter of Credit issued pursuant to any Revolving Facility under which such Lender holds a Revolving Commitment and not reimbursed by the a Borrower on the date due as provided in paragraph (fSection 2.04(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonsuch Borrower. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.04(d) in respect of Revolving Letters of Credit issued pursuant to the Revolving Facility under which such Lender holds Revolving Commitments is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) By the issuance of an LC Facility Letter of Credit (or an amendment to an LC Facility Letter of Credit increasing the amount thereof), without any further action on the part of the LC Facility Issuing Bank or the LC Facility Lenders, the LC Facility Issuing Bank hereby grants to each LC Facility Lender, and each LC Facility Lender hereby acquires from the LC Facility Issuing Bank, a participation in each LC Facility Letter of Credit equal to such LC Facility Lender’s Ratable Portion of the aggregate amount available to be drawn under such LC Facility Letter of Credit. The aggregate purchase price for the participations of each LC Facility Lender in LC Facility Letters of Credit shall equal the amount of the LC Facility Deposit of such LC Facility Lender. Each Revolving LC Facility Lender further hereby absolutely and unconditionally agrees that if the LC Facility Issuing Bank makes an LC Facility LC Disbursement which is not reimbursed by the U.S. Borrower on the date due as provided in Section 2.04(e), or is required to refund any reimbursement payment in respect of an LC Facility LC Disbursement to the U.S. Borrower for any reason, the LC Facility Agent shall reimburse the LC Facility Issuing Bank for the amount of such LC Facility LC Disbursement from the Credit-Linked Deposit Account in accordance with Section 2.04(e)(iii). Each LC Facility Lender acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, that its authorization granted hereby and obligations hereunder are unconditional and irrevocable and shall not incur be affected by any liability for relyingcircumstance whatsoever, upon including any amendment, renewal or extension of any LC Facility Letter of Credit or the representation occurrence and warranty continuance of a Default or the return of the Borrower deemed made pursuant LC Facility Deposits. Without limiting the foregoing, the LC Facility Lenders irrevocably authorize the LC Facility Agent to apply the LC Facility Deposits as provided in this Section 4.022.04(d)(ii).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender in respect of the Revolving Commitments, and without any further action on the part of such Issuing Lender or the applicable Revolving Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each such Revolving Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each In consideration and in furtherance of the foregoing, each Revolving Lender further acknowledges hereby absolutely and unconditionally agrees thatto pay to the Administrative Agent, for account of the respective Issuing Lender, such Lender’s Applicable Percentage of (x) each LC Disbursement made by an Issuing Lender in issuing, amending, renewing or extending any respect of each Committed Letter of CreditCredit and (y) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Lender in an Alternative Currency, promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the respective Issuing Bank Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Issuing Bank or any Revolving LenderCredit Lenders, (i) in the case of a Dollar Letter of Credit, the Issuing Bank that is the issuer thereof Lender hereby grants to each Dollar Revolving Credit Lender, and each Dollar Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Dollar Revolving Credit Lender’s Applicable Dollar Percentage and (ii) in the case of a Multicurrency Letter of Credit, the Issuing Lender hereby grants to each Multicurrency Revolving Credit Lender, and each Multicurrency Revolving Credit Lender hereby acquires from such Issuing Lender a participation in such Letter of Credit equal to such Multicurrency Revolving Credit Lender’s Applicable Multicurrency Percentage, in each case, of the aggregate amount available to be drawn under such the relevant Letter of Credit. In consideration Each Dollar Revolving Credit Lender and in furtherance of the foregoing, each Multicurrency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Dollar Letters of Credit and Multicurrency Letters of Credit, as the case may be, 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 any reduction or termination of the Dollar Revolving CommitmentsCredit Sub-Commitment or Multicurrency Revolving Credit Sub-Commitment. In consideration and in furtherance of the foregoing, each relevant Revolving Credit Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the relevant Issuing Lender, such Revolving Credit Lender’s Applicable Multicurrency Percentage or the Applicable Dollar Percentage (as applicable) of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.07 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.07 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending and the Administrative Agent shall promptly pay to the relevant Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Borrower pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the respective Issuing Bank Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the relevant Issuing Lender, such Lender’s Pro Rata Share of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the applicable Borrower or at any time after any reimbursement payment is required to be refunded to the applicable Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving such payment shall be made in the same manner as provided in Section 2.02 with respect to Advances made by such Lender further acknowledges (and agrees thatSection 2.02 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Lenders), renewing or extending and the Administrative Agent shall promptly pay to the relevant Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the applicable Borrower pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the relevant Issuing Bank Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute an Advance and shall not incur any liability for relying, upon relieve the representation and warranty applicable Borrower of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.05(e)(i) in respect of Letters of Credit 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 any reduction or termination of the Commitments. (ii) In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for the account of the respective Issuing Lender, such Revolving Credit Lender’s Applicable Percentage of the Dollar Equivalent of each LC Disbursement made by an Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrowers or at any time after any reimbursement payment is required to be refunded to the Borrowers for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.06 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Borrowers pursuant to Section 2.05(f), the applicable Administrative Agent shall distribute such payment to the respective Issuing Bank Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon relieve the representation and warranty Borrowers of the Borrower deemed made pursuant their obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank, and without any further action on the part of the applicable an Issuing Bank or any the Revolving LenderLenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the applicable Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations and fund ABR Loans pursuant to this paragraph sentence of this clause (e) and the next sentence hereof in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank promptly upon the request of the applicable Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Each such payment shall be deemed to be an ABR Loan by such Revolving Lender and shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.04 with respect to Loans made by such Revolving Lender further acknowledges (and agrees thatSection 2.04 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank shall be entitled to rely, and shall not incur the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any liability for relying, upon the representation and warranty of payment from the Borrower deemed made pursuant to Section 4.02the next following paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Revolving Lenders and the applicable Issuing Bank as their interests may appear.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. On and after the Amendment No. 5 Effective Date, participations in Letters of Credit shall be allocated in accordance with each Revolving Lender’s Applicable Percentage of the Total Revolving Commitment (including both Class A Revolving Commitments and Class B Revolving Commitments) and pro rata between Class A Revolving Commitments and Class B Revolving Commitments. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of the Total Revolving Commitments of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fa)(vi) of this SectionSection in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall be pro rata based on such Lender’s Applicable Percentage of the Total Revolving Commitments 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges On the Amendment No. 5 Effective Date, the Letter of Credit Participations in any issued and agrees outstanding Letters of Credit shall be reallocated so that, after giving effect thereto, the Class A Revolving Lenders and the Class B Revolving Lenders shall share ratably in issuing, amending, renewing or extending any such Letter of Credit, Credit Participation in accordance with such Revolving Lender’s Applicable Percentage of the applicable Issuing Bank Total Revolving Commitment (including both the Class A Revolving Commitments and the Class B Revolving Commitments from time to time in effect). Thereafter Letter of Credit Participations in any newly-issued Letters of Credit shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty allocated in accordance with each Revolving Lender’s Applicable Percentage of the Borrower deemed made pursuant Total Revolving Commitments (including both the Class A Revolving Commitments and the Class B Revolving Commitments from time to Section 4.02time in effect).

Participations. By the Each Credit-Linked Lender, upon issuance of a any Credit-Linked Letter of Credit (or an amendment upon a Person becoming a Credit-Linked Lender hereunder) and, in the case of each Existing Letter of Credit, on the Closing Date, shall be deemed to have irrevocably purchased, without recourse to the Credit-Linked Issuing Lender, and the Credit-Linked Issuing Lender shall be deemed to have irrevocably granted without recourse to the Credit-Linked Issuing Lender, a risk participation (a “Credit-Linked Participation”) from the Credit-Linked Issuing Lender in such Credit-Linked Letter of Credit increasing and the obligations arising thereunder and any collateral relating thereto, in each case in an amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable its Credit-Linked Commitment Percentage of the aggregate amount maximum amounts available to be drawn under such Credit-Linked Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Credit-Linked Issuing Lender therefor and discharge when due, its Credit-Linked Commitment Percentage of the obligations arising under such Credit-Linked Letter of Credit. In consideration Without limiting the scope and nature of each Credit-Linked Lender’s participation in any Credit-Linked Letter of Credit, to the extent that the Credit-Linked Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Credit-Linked Lender shall fund its Credit-Linked Participation Interest therein by paying to the Credit-Linked Issuing Lender, from funds deposited by such Credit-Linked Lender into the Credit-Linked Deposit, its Credit-Linked Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Credit-Linked Issuing Lender of an unreimbursed drawing pursuant to and in furtherance accordance with the provisions of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage subsection (d) hereof. The obligation of each LC Disbursement made by such Credit-Linked Lender to so pay the Credit-Linked Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to Lender shall be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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, an Event of Default or any reduction other occurrence or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02event.

Participations. By (i) On the Initial Funding Date, each LOC Participant shall automatically acquire a participation in the liability of the Issuing Lender under each Existing Letter of Credit in an amount equal to its Revolving Loan Commitment Percentage of such Existing Letters 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 LOC Participant, upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Loan Commitment Percentage of the aggregate amount available obligations under such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to be drawn pay to the Issuing Lender therefor and discharge when due, its Revolving Loan Commitment Percentage of the obligations arising under such Letter of Credit. In consideration Without limiting the scope and nature of each LOC Participant's participation in furtherance any Letter of Credit, to the foregoingextent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each Revolving Lender hereby absolutely and unconditionally agrees to such LOC Participant shall pay to the Administrative Agent, for the account Issuing Lender its Revolving Loan Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Bank, such Revolving Lender’s Applicable Percentage Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The obligation of each LC Disbursement made by such LOC Participant to so reimburse the Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to Lender shall be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without Borrower or any offset, abatement, withholding or reduction whatsoever. Each Revolving other Credit Party to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the applicable Issuing Bank Lender of such Letter of Credit or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, Lender a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving In consideration and in furtherance of the foregoing, each relevant Lender further acknowledges hereby absolutely and agrees thatunconditionally agrees, upon receipt of a notice as provided for in issuingthe final paragraph of Section 2.06(f), amendingto pay to the Administrative Agent, renewing or extending any for the account of the relevant Issuing Lender of each Letter of CreditCredit such Lender’s Applicable Percentage of the amount of each LC Disbursement, or the Dollar Equivalent of the amount of each LC Disbursement made in an Alternative Currency, made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the relevant Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made 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 relevant Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the relevant Borrower pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to such Issuing Bank Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon relieve the representation and warranty relevant Borrower of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Fronted Letter of Credit (or an amendment to a Fronted Letter of Credit increasing the amount thereof) by the Issuing Lender (including, for the avoidance of doubt, each Existing Participated Letter of Credit continued hereunder), and without any further action on the part of the applicable Issuing Bank Lender or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing BankLender, a participation in such Fronted Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Fronted Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage The obligation of each LC Disbursement made by such Issuing Bank Lender under such a Fronted Letter of Credit shall be several and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonjoint. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Fronted Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Fronted Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Lender in respect of any Fronted Letter of Credit promptly upon the request of the Issuing Lender at any time from the time such LC Disbursement is made until such LC Disbursement is reimbursed by the Specified Account Party or at any time after any reimbursement payment is required to be refunded to the Specified Account Party for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Specified Account Party pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the Issuing Bank shall be entitled Lender or, to relythe extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement shall not incur any liability for relying, upon relieve the representation and warranty Specified Account Party of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderLenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Such payment by the Revolving Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement payment shall be US Dollars, in US Dollars and (ii) subject to paragraph (l) of this Section, if the currency of the applicable LC Disbursement or reimbursement payment shall be a currency other than US Dollars, in US Dollars in an amount equal to the US Dollar Equivalent of such LC Disbursement or reimbursement payment, calculated by the Administrative Agent using the LC Exchange Rate on the applicable LC Participation Calculation Date. Each Revolving Lender acknowledges and agrees that (i) its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 Credit, any fluctuation in currency values, the occurrence and continuance of a Default or any Default, any reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Revolving Commitments, and that (ii) each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower Borrowers deemed made pursuant to Section 4.02, unless, at least two Business Days prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least two Business Days prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderLenders, the Issuing Bank that is the issuer thereof issued such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage from time to time of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Such payment by the Revolving Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement payment shall be US Dollars, in US Dollars, and (ii) subject to paragraph (m) of this Section, if the currency of the applicable LC Disbursement or reimbursement payment shall be an Alternative Currency, in US Dollars in an amount equal to the US Dollar Equivalent of such LC Disbursement or reimbursement payment. Subject to paragraph (n) of this Section, each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, any fluctuation in currency values, or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.024.03, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the latest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal), the Required Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.03 would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. By the Each Revolving Lender, upon issuance of a any Revolving Letter of Credit (or an amendment upon a Person becoming a Revolving Lender hereunder), shall be deemed to have purchased, without recourse to the Revolving Issuing Lender, and the Revolving Issuing Lender shall be deemed to have granted without recourse to the Revolving Issuing Lender, a risk participation from the Revolving Issuing Lender in such Revolving Letter of Credit increasing and the obligations arising thereunder and any collateral relating thereto, in each case in an amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount maximum amounts available to be drawn under such Revolving Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Revolving Issuing Lender therefor and discharge when due, its Revolving Participation Interest by paying its Revolving Commitment Percentage of the amounts drawn under such Revolving Letter of Credit. In consideration Without limiting the scope and nature of each Revolving Lender’s participation in any Revolving Letter of Credit, to the extent that the Revolving Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall fund its Revolving Participation Interest therein by paying to the Revolving Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Revolving Issuing Lender of an unreimbursed drawing pursuant to and in furtherance accordance with the provisions of the foregoing, subsection (d) hereof. The obligation of each Revolving Lender hereby absolutely and unconditionally agrees to so pay to the Administrative Agent, for the account of such Revolving Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to Lender shall be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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, an Event of Default or any reduction other occurrence or termination of the Revolving Commitments, and that each event. Any such payment shall be made without not relieve or otherwise impair the obligation of the Borrower to reimburse the Revolving Issuing Lender under any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for account of the respective Issuing Lender, such Revolving Credit Lender’s Applicable Percentage of the Dollar Equivalent of each LC Disbursement made by an Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.06 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Borrower pursuant to the immediately following paragraph, the applicable Administrative Agent shall distribute such payment to the respective Issuing Bank Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, and without any further action on the part of the applicable Issuing Bank Lender or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s 's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Lender, such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Lender promptly upon the request of the Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender further acknowledges (and agrees thatSection 2.05 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Lenders), renewing or extending and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any Letter of Creditpayment from the Borrower pursuant to the next following paragraph, the applicable Administrative Agent shall distribute such payment to the Issuing Bank Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement shall be entitled to rely, not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty of relieve the Borrower deemed made pursuant of its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderFacility Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving LenderFacility Lender under such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Applicable applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Facility Lender’s Applicable Revolving Facility Percentage of each LC L/C Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, in each case, in Dollars. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving CommitmentsFacility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section 2.11(d) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty The obligation of the Borrower deemed made pursuant Revolving Facility Lenders to Section 4.02participate in Letters of Credit shall terminate on the Revolving Facility Maturity Date.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, (i) in the case of a Global Tranche Letter of Credit, the Issuing Bank that is the issuer thereof in respect of such Letter of Credit hereby grants to each Revolving Global Tranche Lender, and each Revolving Global Tranche Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Global Tranche Lender’s Applicable Global Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit and (ii) in the case of a US/UK Tranche Letter of Credit, the Issuing Bank in respect of such Letter of Credit hereby grants to each US/UK Tranche Lender, and each US/UK Tranche Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such US/UK Tranche Lender’s US/UK Tranche Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Applicable Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Global Tranche Percentage or US/UK Tranche Percentage, as the case may be, of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (fe) of this Section, Section (or of any reimbursement payment required to be refunded to the applicable Borrower for any reason), in each case in the currency of such LC Disbursement. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Global Tranche Commitments or US/UK Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By Each Revolving Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a any Letter of Credit (or an amendment upon a Person becoming a Revolving Lender hereunder), shall be deemed to a Letter of Credit increasing the amount thereof) and have purchased, without any further action on the part of the applicable Issuing Bank or any Revolving Lender, recourse to the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving the Issuing Lender hereby acquires from such shall be deemed to have granted without recourse to the Issuing BankLender, a risk participation 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 such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount maximum amounts available to be drawn under such Letter of Credit. In consideration Credit and in furtherance of the foregoingshall absolutely, each Revolving Lender hereby absolutely unconditionally and unconditionally agrees irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Administrative AgentIssuing Lender therefor and discharge when due, for the account of such Issuing Bank, such its Revolving Lender’s Applicable Participation Interest by paying its Revolving Commitment Percentage of each LC Disbursement made by such Issuing Bank the amounts drawn under such Letter of Credit Credit. Without limiting the scope and nature of each Revolving 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 LOC Document, each such Revolving Lender shall fund its Revolving Participation Interest therein by paying to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Borrower on Issuing Lender of an unreimbursed drawing pursuant to and in accordance with the date due as provided in paragraph provisions of subsection (fd) hereof. The obligation of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is so pay the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination of the Revolving Commitments, and that each event. Any such payment shall be made without any offset, abatement, withholding not relieve or reduction whatsoever. Each Revolving otherwise impair the obligation of the Borrower to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. (i) By the issuance of a Financial Letter of Credit (or an amendment to a Financial Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank Lender or any Revolving Lenderthe Lenders, the applicable Issuing Bank that is the issuer thereof hereby grants Lender shall be deemed to have granted, automatically, to each Revolving Lender, and each Revolving Lender hereby acquires shall be deemed to have acquired, automatically, from such Issuing BankLender, a participation in such Financial Letter of Credit equal to such Revolving Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Financial Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of such Issuing BankLender, such Revolving Lender’s Applicable Revolving Percentage of (A) each Financial LC Disbursement made by such Issuing Bank under Lender in Dollars and (B) the Dollar Equivalent, using the Exchange Rates on the date such Letter payment is required, of Credit and each Financial LC Disbursement made by such Issuing Lender in an Alternative Currency and, in each case, not reimbursed by the U.S. Borrower on the date due as provided in paragraph (f) of this SectionSection 2.5(e)(i), or of any reimbursement payment required to be refunded to the U.S. Borrower for any reasonreason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations obligations pursuant to this paragraph in respect of Financial Letters of Credit is are absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Financial Letter of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) By the issuance of a Non-Financial Letter of Credit (or an amendment to a Non-Financial Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Lender or the Lenders, the applicable Issuing Lender shall be deemed to have granted, automatically, to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired, automatically, from such Issuing Lender, a participation in such Non-Financial Letter of Credit equal to such Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Non-Financial Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Foreign Trade Facility Agent in Dollars, for the account of such Issuing Lender, such Lender’s Applicable Revolving Percentage of (A) each Non-Financial LC Disbursement made by such Issuing Lender in Dollars and (B) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each Non-Financial LC Disbursement made by such Issuing Lender in an Alternative Currency and, in each case, not reimbursed by the relevant Borrower on the date due as provided in Section 2.5(e)(ii), or of any reimbursement payment required to be refunded to such Borrower for any reason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Revolving Lender further acknowledges and agrees that, that its obligations pursuant to this paragraph in issuing, amending, renewing or extending any Letter respect of Credit, the applicable Issuing Bank shall be entitled to rely, Non-Financial Letters of Credit are absolute and unconditional and shall not incur be affected by any liability for relyingcircumstance whatsoever, upon including any amendment, renewal or extension of any Non-Financial Letter of Credit or the representation occurrence and warranty continuance of a Default or Event of Default or reduction or termination of the Borrower deemed Revolving Commitments, and that each such payment shall be made pursuant to Section 4.02without any offset, abatement, withholding or reduction whatsoever.

Participations. By the Each Revolving Lender, upon issuance of a any Letter of Credit (or an amendment to upon a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Person becoming a Revolving Lender hereby acquires hereunder), shall be deemed to have purchased without recourse a risk participation from such Issuing Bank, a participation Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to be drawn pay to Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit. In consideration Without limiting the scope and nature of each Revolving Lender's participation in any Letter of Credit, to the extent that Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by Issuing Lender of an unreimbursed drawing pursuant to and in furtherance accordance with the provisions of the foregoing, subsection (d) hereof. The obligation of each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such so reimburse Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to Lender shall be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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, an Event of Default or any reduction other occurrence or termination event, provided that the Revolving Lenders shall have no obligation to so reimburse the Issuing Lender in respect of any liability incurred by the Issuing Lender arising out of the Revolving Commitmentsgross negligence or willful misconduct of the Issuing Lender, and that each as determined by a court of competent jurisdiction. Any such payment reimbursement shall be made without any offset, abatement, withholding not relieve or reduction whatsoever. Each Revolving otherwise impair the obligation of Borrower to reimburse Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance of a Letter of Credit Facility LC (or an amendment to a Letter of Credit Facility LC increasing the amount or extending the term thereof) in accordance with the terms hereof, and without any further action on the part of the applicable Issuing Bank or any Revolving LenderLC Issuer, the Issuing Bank that is Administrative Agent, or the issuer thereof Revolving Lenders, the LC Issuer hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bankthe LC Issuer, a participation in such Letter of Credit Facility LC equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under such Letter Facility LC. Each Revolving Lender’s obligation to acquire participations pursuant to this paragraph is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any extension or other amendment of Creditany Facility LC in accordance with the terms hereof, any Default or Event of Default, or any reduction or termination of the Revolving Commitments. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely absolutely, unconditionally and unconditionally irrevocably agrees to pay to the Administrative Agent, for the account of the LC Issuer in the manner provided in Section 2.12 (and the Administrative Agent shall pay to such Issuing BankLC Issuer promptly upon receipt), such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC Disbursement made by such Issuing Bank under LC Issuer promptly upon the request of such Letter LC Issuer at any time from the time of Credit and not such LC Disbursement until such LC Disbursement is reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the applicable Facility Termination Date. Each Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.19(f), the Administrative Agent shall distribute such payment to the LC Issuer or, to the extent that any Revolving Lender acknowledges and agrees that its obligation to acquire participations Lenders have made payments pursuant to this paragraph in respect of Letters of Credit to reimburse the LC Issuer, to such Revolving Lenders. Any payment made by a Revolving Lender pursuant to this paragraph is absolute and unconditional not a Loan and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension relieve the Borrower of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each its obligation to reimburse such payment shall be made without any offset, abatement, withholding or reduction whatsoeverLC Disbursement. Each Revolving Lender further acknowledges and agrees that, Lender’s participation in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall each Facility LC will be entitled adjusted to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant reflect such Revolving Lender’s Pro Rata Share as in effect from time to Section 4.02time.

Participations. By (i) Immediately upon the issuance of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Issuing Bank, without recourse or warranty, an undivided interest and participation equal to the Pro Rata share of such Lender (a “Participating Lender”) in all LC Obligations arising in connection with such Letter of Credit, but in no event greater than an amount which, when added to such Lender’s Pro Rata share of all Revolver Loans and LC Obligations then outstanding, exceeds such Lender’s Revolver Commitment. (ii) If Issuing Bank makes any payment under a Letter of Credit (and Borrowers do not repay or an amendment cause to a Letter of Credit increasing be repaid the amount thereofof such payment on the Reimbursement Date, Issuing Bank shall promptly notify Agent, which shall promptly notify each Participating Lender, of such payment and each Participating Lender shall promptly (and in any event within 1 Business Day after its receipt of notice from Agent) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in immediately available funds, the amount of such Revolving Participating Lender’s Applicable Percentage Pro Rata share of such payment, and Agent shall promptly pay such amounts to Issuing Bank. If a Participating Lender does not make its Pro Rata share of the amount of such payment available to Agent on a timely basis as herein provided, such Participating Lender agrees to pay to Agent for the account of Issuing Bank, forthwith on demand, such amount together with interest thereon at the Federal Funds Rate until paid. The failure of any Participating Lender to make available to Agent for the account of Issuing Bank such Participating Lender’s Pro Rata share of the LC Obligations shall not relieve any other Participating Lender of its obligation hereunder to make available to Agent its Pro Rata share of the LC Obligations. No Participating Lender shall be responsible for the failure of any other Participating Lender to make available to Agent its Pro Rata share of the LC Obligations on the date such payment is to be made. (iii) Whenever Issuing Bank receives a payment on account of the LC Obligations, including any interest thereon, as to which Agent has previously received payments from any Participating Lender for the account of Issuing Bank, Issuing Bank shall promptly pay to each Participating Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Participating Lender’s Pro Rata share thereof. (iv) The obligation of each LC Disbursement made by such Participating Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under such a Letter of Credit shall be absolute, unconditional and irrevocable, not reimbursed by subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with the Borrower terms and conditions of this Agreement under all circumstances and irrespective of whether or not Borrowers may assert or have any claim for any lack of validity or unenforceability of this Agreement or any of the other Loan Documents; any Borrower’s dispute as to its liability for any of the LC Obligations; the existence of any Default or Event of Default; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; the existence of any setoff or defense any Obligor may have with respect to any of the Obligations; or the termination of the Commitments. (v) Neither Issuing Bank nor any of its officers, directors, employees or agents shall be liable to any Participating Lender for any action taken or omitted to be taken under or in connection with any of the LC Documents except as a result of actual gross negligence or willful misconduct on the date due as provided part of Issuing Bank. Issuing Bank does not assume any responsibility for any failure or delay in paragraph (f) performance or breach by a Borrower or any other Person of this Sectionits obligations under any of the LC Documents. Issuing Bank does not make to Participating Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, the LC Documents, or of any reimbursement payment required to be refunded to the Borrower for any reasonObligor. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and Issuing Bank shall not be affected by responsible to any circumstance whatsoeverParticipating Lender for any recitals, including statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of or any amendmentof the LC Documents; the validity, renewal genuineness, enforceability, collectibility, value or extension sufficiency of any Letter of Credit the Collateral or the occurrence and continuance perfection of a Default any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any reduction Account Debtor. In connection with its administration of and enforcement of rights or termination remedies under any of the Revolving CommitmentsLC Documents, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to relyact, and shall be fully protected in acting upon, any certification, notice or other communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts and to advise it concerning its rights, powers and privileges under the LC Documents and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to the LC Documents and shall not incur be liable for the negligence, default or misconduct of any such agents or attorneys-in-fact selected by Issuing Bank with reasonable care. Issuing Bank shall not have any liability for relying, upon the representation and warranty to any Participating Lender by reason of Issuing Bank’s refraining to take any action under any of the Borrower deemed made pursuant LC Documents without having first received written instructions from the Required Lenders to Section 4.02take such action. (vi) Upon the request of any Participating Lender, Issuing Bank shall furnish to such Participating Lender copies (to the extent then available to Issuing Bank) of each outstanding Letter of Credit and related LC Documents as may be in the possession of Issuing Bank and reasonably requested from time to time by such Participating Lender.

Participations. (i) By the issuance Issuance of a any Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) any Class by any Issuing Lender and without any further action on the part of such Issuing Lender or the applicable Letter of Credit Lenders for such Class, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving applicable Letter of Credit Lender with Letter of Credit Commitments applicable to such Issuing Lender’s Class of Letters of Credit, and each Revolving such Letter of Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit and any drawings honored thereunder equal to such Revolving Letter of Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Each Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.03(e) in respect of Letters of Credit within its applicable Class of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit within its applicable Class of Letters of Credit or the occurrence and continuance of a Default or any Event of Default or reduction or termination of Letter of Credit Commitments. For the Revolving Commitmentsavoidance of doubt, a Letter of Credit Lender with a Letter of Credit Commitment in respect of one particular Class of Letter of Credit shall have no obligation to purchase participations in respect of Letters of Credit issued in respect of another Class of Letters of Credit. (ii) In consideration and that in furtherance of the foregoing, each Letter of Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the applicable Issuing Lender for each applicable Class of Letters of Credit, such Letter of Credit Lender’s Applicable Percentage of each Letter of Credit Disbursement in respect of Letters of Credit in which such Letter of Credit Lender has a Letter of Credit Commitment for the applicable Class made by such Issuing Lender on the second Business Day following the Disbursement Date in respect of such Letter of Credit Disbursement. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, such payment shall be made in issuing, amending, renewing or extending any the same manner as provided in Section 2.05 with respect to Loans made by such Letter of CreditCredit Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Letter of Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank shall be entitled Lender the amounts so received by it from the applicable Letter of Credit Lenders for such Letter of Credit Class. For the avoidance of doubt, a Letter of Credit Lender with Commitments in respect of a particular Class of Letters of Credit will have no obligation to rely, and shall not incur any liability for relying, upon make payments in respect of other Classes of Letters of Credit other than the representation and warranty Class in respect of the Borrower deemed made pursuant to Section 4.02which it has a Letter of Credit Commitment.

Participations. (i) By the issuance of a Letter of Credit Participation FCI (or an amendment to a Letter of Credit Participation FCI increasing the amount thereof) and without any further action on the part of the applicable FCI Issuing Bank Lender or any Revolving Lenderthe Lenders with Participation FCI Commitments, the applicable FCI Issuing Bank that is the issuer thereof hereby grants Lender shall be deemed to have granted, automatically, to each Revolving LenderLender with a Participation FCI Commitment, and each Revolving Lender hereby acquires with a Participation FCI Commitment shall be deemed to have acquired, automatically, from such FCI Issuing BankLender, a participation in such Letter of Credit Participation FCI equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of CreditParticipation FCI. In consideration and in furtherance of the foregoing, each Revolving Lender with a Participation FCI Commitment hereby absolutely and unconditionally agrees to pay to the Administrative AgentForeign Trade Facility Agent in Dollars, for the account of such FCI Issuing BankLender, such Revolving Lender’s Applicable Percentage of (i) each LC FCI Disbursement with respect to any Participation FCI made by such FCI Issuing Bank Lender in Dollars and (ii) the Dollar Equivalent of each FCI Disbursement with respect to any Participation FCI made by such FCI Issuing Lender in a Permitted Currency or in another currency permitted under such Letter of Credit and Section 2.6(g)(vii) and, in each case, not reimbursed or indemnified by the relevant Borrower on the date due as provided in paragraph (fh) of this Section, or of any such reimbursement or indemnity payment required to be refunded to the such Borrower for any reason. Each Revolving Lender with a Participation FCI Commitment acknowledges and agrees that its obligation to acquire participations obligations pursuant to this paragraph in respect of Letters of Credit is Participation FCIs are 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 Participation FCI and continuance of a Default or any Event of Default or reduction or termination of the Revolving Participation FCI Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable an Issuing Bank or any Revolving Lenderthe Lenders, the Applicable Issuing Bank that is the issuer thereof hereby grants to each U.S. Revolving Lender, Canadian Revolving Lender or Australian Lender, as the case may be, and each such Revolving Lender hereby acquires from such the Applicable Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable U.S. Revolving Pro Rata Percentage, Canadian Revolving Pro Rata Percentage or Australian Revolving Pro Rata Percentage, as applicable, of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit (or, in the case of the Rolled Letters of Credit, effective upon the Closing Date). In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Applicable Administrative Agent, for the account of such the Applicable Issuing Bank, such Revolving Lender’s Applicable U.S. Revolving Pro Rata Percentage, Canadian Revolving Pro Rata Percentage or Australian Revolving Pro Rata Percentage, as applicable, of the U.S. Dollar Equivalent of each LC L/C Disbursement (except (i) in the case of Canadian Letter of Credit, in which case such payment shall be made in Canadian dollars or (ii) in the case of an Australian Letter of Credit, in which case such payment shall be made in Australian dollars), made by such Issuing Bank under such Letter of Credit and not reimbursed by the Applicable Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonSection 2.02(g). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. (i) By the issuance of a Letter of Participation Foreign Credit Instrument or Participation Joint Signature Foreign Credit Instrument (or an amendment to a Letter of Participation Foreign Credit Instrument or Participation Joint Signature Foreign Credit Instrument increasing the amount thereof) and without any further action on the part of the applicable Foreign Issuing Bank Lender or any Revolving Lenderthe Lenders with Foreign Credit Commitments, the applicable Foreign Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving LenderLender with a Foreign Credit Commitment, and each Revolving Lender with a Foreign Credit Commitment hereby acquires from such Foreign Issuing BankLender, a participation in such Letter of Participation Foreign Credit Instrument or Participation Joint Signature Foreign Credit Instrument equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of CreditParticipation Foreign Credit Instrument or Participation Joint Signature Foreign Credit Instrument. In consideration and in furtherance of the foregoing, each Revolving Lender with a Foreign Credit Commitment hereby absolutely and unconditionally agrees to pay to the Administrative AgentForeign Trade Facility Agent in Dollars, for the account of such Foreign Issuing BankLender, such Revolving Lender’s Applicable Percentage of (i) each LC Foreign Credit Disbursement with respect to any Participation Foreign Credit Instrument or Participation Joint Signature Foreign Credit Instrument made by such Foreign Issuing Bank Lender in Dollars and (ii) the Dollar Equivalent of each Foreign Credit Disbursement with respect to any Participation Foreign Credit Instrument or Participation Joint Signature Foreign Credit Instrument made by such Foreign Issuing Lender in a Permitted Currency or in another currency permitted under such Letter of Credit and Section 2.6(g)(vii) and, in each case, not reimbursed or indemnified by the relevant Borrower on the date due as provided in paragraph (fh) of this Section, or of any such reimbursement or indemnity payment required to be refunded to the such Borrower for any reason. Each Revolving Lender with a Foreign Credit Commitment acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Participation Foreign Credit Instruments and Participation Joint Signature Foreign Credit Instruments is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Participation Foreign Credit Instrument or the occurrence Participation Joint Signature Foreign Credit Instrument and continuance of a Default or any Event of Default or reduction or termination of the Revolving Foreign Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable an Issuing Bank or any Revolving Lenderthe Lenders, the Applicable Issuing Bank that is the issuer thereof hereby grants to each U.S. Revolving Lender, Canadian Lender or Australian Lender, as the case may be, and each such Revolving Lender hereby acquires from such the Applicable Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable U.S. Revolving Pro Rata Percentage, Canadian Revolving Pro Rata Percentage or Australian Revolving Pro Rata Percentage, as applicable, of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit (or, in the case of the Rolled Letters of Credit, effective upon the Closing Date). In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Applicable Administrative Agent, for the account of such the Applicable Issuing Bank, such Revolving Lender’s Applicable U.S. Revolving Pro Rata Percentage, Canadian Revolving Pro Rata Percentage or Australian Revolving Pro Rata Percentage, as applicable, of the U.S. Dollar Equivalent of each LC L/C Disbursement (unless (i) such Letter of Credit is a Canadian Letter of Credit denominated in Canadian dollars, in which case such payment shall be made in Canadian dollars or (ii) such Letter of Credit is an Australian Letter of Credit denominated in Australian dollars, in which case such payment shall be made in Australian dollars), made by such Issuing Bank under such Letter of Credit and not reimbursed by the Applicable Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonSection 2.02(g). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By (i) Each LOC Participant acknowledges and confirms that it has a Participation Interest in the liability of the Issuing Lender under each Existing Letter of Credit in an amount equal to its Revolving Loan Commitment Percentage of such Existing Letters of Credit. The Credit Parties' reimbursement obligations in respect of each Existing Letter of Credit, and each LOC Participant's obligations in connection therewith, shall be governed by the terms of this Credit Agreement. (ii) Each LOC Participant, upon issuance of a Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and each LOC Document related thereto and the rights and obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Loan Commitment Percentage of the aggregate amount available obligations under such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to be drawn pay to the Issuing Lender therefor and discharge when due, its Revolving Loan Commitment Percentage of the obligations arising under such Letter of Credit. In consideration Without limiting the scope and nature of each LOC Participant's participation in furtherance any Letter of Credit, to the foregoingextent that the Issuing Lender has not been reimbursed as required hereunder or under any such Letter of Credit, each Revolving Lender hereby absolutely and unconditionally agrees to such LOC Participant shall pay to the Administrative Agent, for the account Issuing Lender its Revolving Loan Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Bank, such Revolving Lender’s Applicable Percentage Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) or (e) hereof. The obligation of each LC Disbursement made by such LOC Participant to so reimburse the Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to Lender shall be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Borrowers to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. (i) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof) ), and without any further action on the part of the applicable Issuing Bank L/C Issuer or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof such L/C Issuer hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankL/C Issuer, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.03(e)(i) in respect of Letters of Credit is absolute absolute, unconditional and unconditional irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments. (ii) In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, unconditionally and that irrevocably agrees to pay to the Administrative Agent in Dollars, for account of the applicable L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by an L/C Issuer (expressed in Dollars in the amount of the Dollar Equivalent thereof) not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Credit Lenders pursuant to Section 2.03(f) until such L/C Disbursement is reimbursed by the applicable Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason, including after the Maturity Date for the Revolving Credit Facility. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by such Revolving Credit Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the extent that the Revolving Credit Lenders have made payments pursuant to this Section 2.03(e) to reimburse such L/C Issuer, then to such Lenders and such L/C Issuer as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this Section 2.03(e) to reimburse an L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such L/C Disbursement. Each Revolving Credit Lender further acknowledges and agrees that, that its participation in issuing, amending, renewing or extending any each Letter of CreditCredit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such ▇▇▇▇▇▇’s Revolving Commitment is amended pursuant to the operation of Section 2.21 or 2.24, as a result of an assignment in accordance with Section 9.04 or otherwise pursuant to this Agreement. (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(e), then, without limiting the other provisions of this Agreement, the applicable Issuing Bank L/C Issuer shall be entitled to relyrecover from such Revolving Credit Lender (acting through the Administrative Agent), and shall not incur any liability on demand, such amount with interest thereon for relying, upon the representation and warranty period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Borrower deemed made pursuant applicable Overnight Rate and a rate determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 4.022.03(e)(iii) shall be conclusive absent manifest error.

Participations. By the Each Revolving Lender upon issuance of a any Letter of Credit (or an amendment Credit, shall be deemed to have purchased without recourse a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the amount available to be drawn thereunder and any collateral relating thereto, in each case in an amount equal to such its Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration Credit and in furtherance of the foregoingshall absolutely, each Revolving Lender hereby absolutely unconditionally and unconditionally agrees irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Administrative AgentIssuing Lender therefor and discharge when due, for the account of such Issuing Bank, such its Revolving Lender’s Applicable Commitment Percentage of each LC Disbursement made by such Issuing Bank the amounts drawn under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a risk participation in all outstanding Letters of Credit and not reimbursed by the Borrower on the date due as provided it becomes a Revolving Lender hereunder and any Letter of Credit issued on or after such date, in paragraph (f) each case in accordance with the foregoing terms. Without limiting the scope and nature of this Sectioneach Revolving Lender’s participation in any Letter of Credit, or of any reimbursement payment required to be refunded to the Borrower for extent that the Issuing Lender has not been reimbursed as required hereunder or under any reason. Each LOC Document, each such Revolving Lender acknowledges and agrees that shall pay to the Issuing Lender its obligation to acquire participations Revolving Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to this paragraph in respect the provisions of Letters subsection (d) hereof if such notification is received by such Revolving Lender at or before 12:00 Noon, otherwise such payment shall be made at or before 12:00 Noon on the next succeeding Business Day. The obligation of Credit is each Revolving Lender to so reimburse the Issuing Lender shall be 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, an Event of Default or any reduction other occurrence or termination event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Applicable Borrower to reimburse the Issuing Lender further acknowledges and agrees that, in issuing, amending, renewing or extending under any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02together with interest as hereinafter provided.

Participations. By the issuance Issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderCredit Lenders, the such Issuing Bank that is the issuer thereof hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage Ratable Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in same day funds, such Revolving Lender▇▇▇▇▇▇’s Applicable Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Sectionmade, or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Credit Advance to the Borrower hereunder, regardless of the satisfaction of the conditions set forth in Section 3.03. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender further acknowledges and agrees that, that its participation in issuing, amending, renewing or extending any each Letter of Credit, the applicable Issuing Bank shall Credit will be entitled automatically adjusted to rely, and shall not incur any liability for relying, upon the representation and warranty reflect such ▇▇▇▇▇▇’s Ratable Share of the Borrower deemed made Available Amount of such Letter of Credit at each time such ▇▇▇▇▇▇’s Revolving Credit Commitment is amended pursuant to a Commitment Increase pursuant to Section 4.022.18, an assignment in accordance with Section 8.07 or otherwise pursuant to this Agreement.

Participations. (i) By the issuance of a Dollar Letter of Credit (or an amendment to a Dollar Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Dollar Issuing Bank or any Revolving Lenderthe Lenders, the Dollar Issuing Bank that is the issuer thereof of such Dollar Letter of Credit hereby grants to each Dollar Revolving Lender, and each Dollar Revolving Lender hereby acquires from such Dollar Issuing Bank, a participation in such Dollar Letter of Credit equal to such Dollar Revolving Lender’s Dollar Applicable Percentage of the aggregate amount available to be drawn under such Dollar Letter of Credit. In consideration and in furtherance of the foregoing, each Dollar Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Dollar Issuing Bank, such Dollar Revolving Lender’s Dollar Applicable Percentage of each Dollar LC Disbursement made by such Dollar Issuing Bank under such Letter of Credit and not reimbursed by the Borrower Borrowers on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower Borrowers for any reason. Each Dollar Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Dollar Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Dollar Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Dollar Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Dollar Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Dollar Letter of Credit, the applicable Dollar Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower Borrowers deemed made pursuant to Section 4.024.02 unless, at least one Business Day prior to the time such Dollar Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Dollar Issuing Bank), the Majority in Interest of the Dollar Revolving Lenders shall have notified the applicable Dollar Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Dollar Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Dollar Issuing Bank shall have received any such notice, no Dollar Issuing Bank shall have any obligation to issue, amend, renew or extend any Dollar Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). (ii) By the issuance of a Multi-Currency Letter of Credit (or an amendment to a Multi-Currency Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Multi-Currency Issuing Bank or the Lenders, the Multi-Currency Issuing Bank that is the issuer of such Multi-Currency Letter of Credit hereby grants to each Multi-Currency Revolving Lender, and each Multi-Currency Revolving Lender hereby acquires from such Issuing Bank, a participation in such Multi-Currency Letter of Credit equal to such Multi-Currency Revolving Lender’s Multi-Currency Applicable Percentage of the aggregate amount available to be drawn under such Multi-Currency Letter of Credit. In consideration and in furtherance of the foregoing, each Multi-Currency Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Multi-Currency Issuing Bank, such Multi-Currency Revolving Lender’s Multi-Currency Applicable Percentage of each Multi-Currency LC Disbursement made by such Multi-Currency Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Multi-Currency Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Multi-Currency Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Multi-Currency Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Multi-Currency Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multi-Currency Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Multi-Currency Letter of Credit, the applicable Multi-Currency Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Multi-Currency Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Multi-Currency Issuing Bank), the Majority in Interest of the Multi-Currency Revolving Lenders shall have notified the applicable Multi-Currency Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Multi-Currency Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Multi-Currency Issuing Bank shall have received any such notice, no Multi-Currency Issuing Bank shall have any obligation to issue, amend, renew or extend any Multi-Currency Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit (including each Existing Letter Credit) equal to such Revolving Lender’s 's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in dollars, for the account of such the Issuing Bank, such Revolving Lender’s 's Applicable Percentage of (i) each LC Disbursement made by the Issuing Bank in dollars and (ii) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such the Issuing Bank under such Letter of Credit and in an Alternative Currency and, in each case, not reimbursed by the Cayman Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Cayman Borrower for any reasonreason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and the creation of an Acceptance by an Issuing Lender, and without any further action on the part of such Issuing Lender or the applicable Revolving Credit Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit and such Acceptance equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement Credit or payment made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonAcceptance. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit and Acceptances 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 any reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Revolving CommitmentsCredit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, and that for account of each Issuing Lender, such Revolving Credit Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the applicable Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Revolving Credit Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.06 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to paragraph (f) of this Section, the Administrative Agent shall be entitled distribute such payment to relythe applicable Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not incur any liability for relying, upon the representation and warranty relieve such Borrower of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lenderthe Lenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Commitment Percentage of each LC Disbursement made by such the Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each The Issuing Bank will not issue any Letters of Credit on or after the Effective Date which are due to expire by their terms on or prior to the Revolving Lender further acknowledges Credit Maturity Date. For the avoidance of doubt, upon a later Revolving Credit Maturity Date (other than the Final Revolving Credit Maturity Date), provided that no Default or Event of Default shall have occurred and agrees that, in issuing, amending, renewing or extending any Letter of Creditbe continuing, the applicable Issuing Bank aggregate amount of participations in Letters of Credit by Revolving Lenders in respect of the Class of Revolving Credit Commitments terminating on such Revolving Credit Maturity Date shall be entitled deemed reallocated to rely, and shall not incur any liability for relying, upon the representation and warranty Revolving Lenders holding other Classes of Revolving Credit Commitments so that the participation of the Borrower deemed made pursuant remaining Revolving Lenders in outstanding Letters of Credit shall be in proportion to Section 4.02their respective remaining Revolving Credit Commitments (provided that such reallocation will not result in a Revolving Credit Exposure of any Lender exceeding its Revolving Credit Commitment).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderLenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Such payment by the Revolving Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement payment shall be US Dollars, in US Dollars and (ii) subject to paragraph (l) of this Section, if the currency of the applicable LC Disbursement or reimbursement payment shall be a currency other than US Dollars, in US Dollars in an amount equal to the US Dollar Equivalent of such LC Disbursement or reimbursement payment, calculated by the Administrative Agent using the LC Exchange Rate on the applicable LC Participation Calculation Date. Each Revolving Lender acknowledges and agrees that (i) its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 Credit, any fluctuation in currency values, the occurrence and continuance of a Default or any Default, any reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Revolving Commitments, and that (ii) each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower Borrowers deemed made pursuant to Section 4.024.03, unless, at least two Business Days prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic annual renewal of such Letter of Credit in accordance with its terms, at least two Business Days prior to the time by which the election not to extend must be made by the applicable Issuing Bank), a Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.03(a) or 4.03(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Lender, and without any further action on the part of any Issuing Lender or the applicable Revolving Credit Lenders, such Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof Lender hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Credit Commitments. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and that unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Lender, in Dollars (whether such Letter of Credit is denominated in Dollars or in an Agreed Foreign Currency), such Revolving Credit Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the relevant Borrower or at any time after any reimbursement payment is required to be refunded to the relevant Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Credit Lender further acknowledges (and agrees thatSection 2.06 shall apply, in issuingmutatis mutandis, amendingto the payment obligations of the Revolving Credit Lenders), renewing or extending any Letter of Credit, and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the relevant Borrower pursuant to the next following paragraph, the Administrative Agent shall be entitled distribute such payment to relythe applicable Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not incur relieve any liability for relying, upon the representation and warranty Borrower of the Borrower deemed made pursuant its obligation to Section 4.02reimburse such LC Disbursement.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any the Revolving LenderLenders, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such the Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason; provided that, if the applicable LC Disbursement or other reimbursement payment is denominated in any Alternative Currency, such payment shall be made in U.S. Dollars in the Revolving Lender’s Applicable Percentage of the Dollar Amount of such LC Disbursement or other reimbursement payment with the cost of the currency conversion being added to the amount of such LC Disbursement. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower or any other Person for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended, the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, it shall have no obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

Participations. (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) pursuant to any Revolving Facility and without any further action on the part of the applicable Issuing Bank issuing such Revolving Letter of Credit or any the Revolving LenderLenders under such Revolving Facility, the each Issuing Bank that is the issuer thereof hereby grants to each Revolving LenderLender under such Revolving Facility, and each such Revolving Lender hereby acquires from such each Issuing Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Applicable Percentage Ratable Portion of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage Ratable Portion of each Revolving LC Disbursement made by such Issuing Bank under such with respect to any Revolving Letter of Credit issued pursuant to any Revolving Facility under which such Lender holds a Revolving Commitment and not reimbursed by the a Borrower on the date due as provided in paragraph (fSection 2.04(e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reasonsuch Borrower. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.04(d) in respect of Revolving Letters of Credit issued pursuant to the Revolving Facility under which such Lender holds Revolving Commitments is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) By the issuance of an LC Facility Letter of Credit (or an amendment to an LC Facility Letter of Credit increasing the amount thereof), without any further action on the part of the LC Facility Issuing Bank or the LC Facility Lenders, the LC Facility Issuing Bank hereby grants to each LC Facility Lender, and each LC Facility Lender hereby acquires from the LC Facility Issuing Bank, a participation in each LC Facility Letter of Credit equal to such LC Facility Lender’s Ratable Portion of the aggregate amount available to be drawn under such LC Facility Letter of Credit. The aggregate purchase price for the participations of each LC Facility Lender in LC Facility Letters of Credit shall equal the amount of the LC Facility Deposit of such LC Facility Lender. Each Revolving LC Facility Lender further hereby absolutely and unconditionally agrees that if the LC Facility Issuing Bank makes an LC Facility LC Disbursement which is not reimbursed by the U.S. Borrower on the date due as provided in Section 2.04(e), or is required to refund any reimbursement payment in respect of an LC Facility LC Disbursement to the U.S. Borrower for any reason, the LC Facility Agent shall reimburse the LC Facility Issuing Bank for the amount of such LC Facility LC Disbursement from the Credit-Linked Deposit Account in accordance with Section 2.04(e)(iii). Each LC Facility Lender acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, that its authorization granted hereby and obligations hereunder are unconditional and irrevocable and shall not incur be affected by any liability for relyingcircumstance whatsoever, upon including any amendment, renewal or extension of any LC Facility Letter of Credit or the representation occurrence and warranty continuance of a Default or the return of the Borrower deemed made pursuant LC Facility Deposits. Without limiting the foregoing, the LC Facility Lenders irrevocably authorize the LC Facility Agent to apply the LC Facility Deposits as provided in this Section 4.022.04(d)(ii). As provided in the definition of “Ratable Portion” it is agreed that the respective Ratable Portions of each LC Facility Lender shall be subject to adjustment on each date on which LC Facility Deposits are returned to any LC Facility Lender hereunder and under other circumstances described therein in connection with the issuance or existence of Later Expiring LC Facility Letters of Credit.

Participations. (i) By the issuance of a Dollar Letter of Credit (or an amendment to a Dollar Letter of Credit increasing the amount thereof) (and, on the Effective Date, in the case of the Existing Letters of Credit) and without any further action on the part of the applicable Dollar Issuing Bank or any the Dollar Revolving LenderBanks, the Dollar Issuing Bank that is the issuer thereof of such Dollar Letter of Credit hereby grants to each Dollar Revolving LenderBank, and each Dollar Revolving Lender Bank hereby acquires from such Dollar Issuing Bank, a participation in such Dollar Letter of Credit equal to such Dollar Revolving LenderBank’s Dollar Applicable Percentage of the aggregate amount available to be drawn under such Dollar Letter of Credit. In consideration and in furtherance of the foregoing, each Dollar Revolving Lender Bank hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Dollar Issuing Bank, such Dollar Revolving LenderBank’s Dollar Applicable Percentage of each Dollar LC Disbursement made by such Dollar Issuing Bank under such Letter of Credit and not reimbursed by the any Borrower or any Additional Borrower on the date due as provided in paragraph (fe) of this Section, or of any reimbursement payment required to be refunded to the any Borrower or any Additional Borrower for any reason. Each Dollar Revolving Lender Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Dollar Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Dollar Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Dollar Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (ii) By the issuance of a Multi-Currency Letter of Credit (or an amendment to a Multi-Currency Letter of Credit increasing the amount thereof) (and, on the Effective Date, in the case of the Existing Letters of Credit) and without any further action on the part of the applicable Multi-Currency Issuing Bank or the Multi-Currency Revolving Banks, the Multi-Currency Issuing Bank that is the issuer of such Multi-Currency Letter of Credit hereby grants to each Multi-Currency Revolving Bank, and each Multi-Currency Revolving Bank hereby acquires from such Multi-Currency Issuing Bank, a participation in such Multi-Currency Letter of Credit equal to such Multi-Currency Revolving Bank’s Multi-Currency Applicable Percentage of the aggregate amount available to be drawn under such Multi-Currency Letter of Credit. In consideration and in furtherance of the foregoing, each Multi-Currency Revolving Bank hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Multi-Currency Issuing Bank, such Multi-Currency Revolving Bank’s Multi-Currency Applicable Percentage of each Multi-Currency LC Disbursement made by such Multi-Currency Issuing Bank and not reimbursed by any Borrower or any Additional Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to any Borrower or any Additional Borrower for any reason. Each Multi-Currency Revolving Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Multi-Currency Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Multi-Currency Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Multi-Currency Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender Bank further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower Borrowers deemed made pursuant to Section 4.023.2 unless, at least one Domestic Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Domestic Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Banks of the applicable Class shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 3.2 would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank of any Class shall have received any such notice, no Issuing Bank of such Class shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).