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 the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving Commitment, and each such Revolving Lender hereby acquires from the 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. In consideration and in furtherance of the foregoing, each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Credit Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Revolving Credit 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Revolving Credit Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.05, or of any reimbursement payment that is required to be refunded to the Borrower for any reason. Each applicable 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 any Default or Event of Default or reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. The participations acquired by Lenders in each Letter of Credit shall, automatically and without further action by any Lender or Issuing Bank, be adjusted to reflect any increase or decrease in the Applicable Percentage of any Lender at the time of such increase or decrease. In consideration and in furtherance of the foregoing, each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph clause (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Event of Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Such payment by the Lenders shall be made in Dollars. Each applicable 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the applicable such Issuing Bank or the LendersLender, the applicable such Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Lender hereby acquires from the such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable respective Issuing BankLender, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank Lender and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reasonreimbursed. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations make such payments pursuant to this paragraph in respect of Letters of Credit (d) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit of any Class (or an amendment to a Letter of Credit of any Class increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the applicable Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving Commitmenthaving a Commitment of such Class, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 such Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the applicable obligor Borrower or any Guarantor on the date due as provided in paragraph (e) of this Section 2.182.04, or of any reimbursement payment required to be refunded to any Borrower for any reason, subject in the case of Deposit Lenders to the provisions of Section 2.18(g). Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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(s), and without any further action on the part of the applicable such Issuing Bank Bank(s) or the Lenders, the applicable such Issuing Bank Bank(s) hereby grants grant(s) to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the such Issuing BankBank(s), a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing BankBank(s), such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank Bank(s) and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.04, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (ef) of this Section 2.18in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the applicable such Issuing Bank or the LendersLender, the applicable such Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable respective Issuing BankLender, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank Lender and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reasonreimbursed. Each applicable Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations make such payments pursuant to this paragraph in respect of Letters of Credit (d) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the USD Revolving Lenders, the applicable Issuing Bank hereby grants to each USD Revolving Lender with the Closing Date Revolving CommitmentLender, and each such USD Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata USD 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 USD Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata USD Revolving Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Parent Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Parent Borrower for any reason. Each applicable USD 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the Borrowers on the date due as provided in paragraph (eg) of this Section 2.18in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to Borrower the Borrowers for any reason. Each applicable 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, (x) each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement in respect of any Letter of Credit made by the applicable any Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.05(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, in the event that any LC Disbursement is not reimbursed by the Borrower, each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account Agent its Applicable Percentage of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Percentage of each LC Disbursement made by payment then due from the applicable Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (ef) of this Section 2.18in Dollars, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 issuance, amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with of the Closing Date Revolving Commitmentapplicable Class, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Applicable Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, in the event that any LC Disbursement is not reimbursed by the Borrower, each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account Agent its Applicable Percentage of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Percentage of each LC Disbursement made by payment then due from the applicable Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (ef) of this Section 2.18in Dollars (in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 issuance, amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the applicable Revolving Lenders, the applicable Issuing Bank hereby grants to each applicable Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each applicable Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each applicable LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to such Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of the aggregate Dollar Equivalent amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By and immediately upon 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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely absolutely, irrevocably, and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (ef) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute absolute, irrevocable, 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Revolving Credit Maturity Date. Each applicable Revolving Lender acknowledges and agrees that its obligation obligations to acquire participations pursuant to this paragraph in respect of Letters of Credit is 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 amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount or extending the term thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Revolving Credit 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Revolving Credit Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.05, or of any reimbursement payment that is required to be refunded to the Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation obligations to acquire participations pursuant to this paragraph in respect of Letters of Credit is 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 any Default or Event of Default or reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the Borrowers on the date due as provided in paragraph (e) of this Section 2.18in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to Borrower the Borrowers for any reason. Each applicable 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Percentage Ratable Share of each LC Disbursement drawing made under a Letter of Credit funded by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18funded, 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 Loan hereunder, regardless of the satisfaction of the conditions set forth in Section 3.02. Each applicable 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 reduction or termination of the Aggregate Revolving 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 its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with Section 9.08 or otherwise pursuant to this Agreement.

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 the Revolving Credit Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata Revolving Credit 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Revolving Credit Commitment Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each applicable 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 an Event of Default or reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 Lender or the Lenders, the applicable Issuing Bank Lender hereby grants to each Alternative Currency Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Alternative Currency Revolving Lender hereby acquires from the Issuing BankLender, a participation in such Letter of Credit equal to such Lender’s Pro Rata Alternative Currency Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Alternative Currency Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankLender, such ▇▇▇▇▇▇Lender’s Pro Rata Alternative Currency Revolving Percentage of each LC Disbursement made by the applicable Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.183.5, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Alternative Currency 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 reduction or termination of the Aggregate Alternative Currency Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata 's Revolving Facility Percentage of the aggregate Dollar Equivalent amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Revolving Facility Lender's Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 any Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender Facility A Lender, with the Closing Date Revolving Commitmentrespect to a Facility A Letter of Credit, or each Facility B Lender, with respect to a Facility B Letter of Credit, and each such Revolving Facility A Lender or Facility B Lender, as applicable, hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the Borrowers on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to Borrower the Borrowers for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Event of Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the LendersBanks, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentBank, and each such Revolving Lender Bank hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such LenderRevolving Bank’s Pro Rata 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 with the Closing Date Revolving Commitment Bank hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable respective Issuing Bank, such ▇▇▇▇▇▇Revolving Bank’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the Co-Borrowers on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to Borrower the Co-Borrowers for any reason, including after the Revolving Termination Date. Each applicable such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender Bank 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By Immediately upon the issuance of a each 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 that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank hereby grants shall be deemed to each Revolving Lender with the Closing Date Revolving Commitment, and each such Revolving Lender hereby acquires from the Issuing Bank, have sold a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (ef) of this Section 2.182.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. All fundings of such participations shall be denominated in Dollars. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire acquisition of 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 Aggregate Revolving Commitments, 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.

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 the Lenders, the applicable Issuing Bank hereby irrevocably grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires and is deemed to have purchased from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of CreditCredit in Dollars. In consideration and in furtherance of the foregoingforegoing (regardless of whether the conditions set forth in Section 4.02 shall have been satisfied), each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph Section 2.18(e) (e) of this Section 2.18the “Unreimbursed Amount”), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Default, or any of the circumstances set forth in Section 2.18(f) or reduction or termination of the Aggregate Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable Issuing Bank issuing one or more Letters of Credit hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in each such Letter of Credit equal to such LenderRevolving ▇▇▇▇▇▇’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower on or before the date due as provided in paragraph subsection (e) of this Section 2.182.03, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph subsection (d) 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (ef) of this Section 2.18of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that issued such Letter of Credit or the Revolving Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankBank that issued such Letter of Credit, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 relevant Issuing Bank or the Revolving Lenders, the applicable relevant Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit and in the currency of such Letter of Credit (or any currency into which such Letter of Credit is converted as provided herein) equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable relevant Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit including any amendment increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank Lender or the Tranche A Lenders, the applicable Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentTranche A Lender, and each such Revolving Tranche A Lender hereby acquires from the Issuing BankLender, a participation in such Letter of Credit equal to such Tranche A Lender’s Pro Rata 's Tranche A 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 Tranche A Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankLender, such ▇▇▇▇▇▇’s Pro Rata Tranche A Lender's Tranche A Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Tranche A 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 reduction or termination of the Aggregate Tranche A Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lendersany Revolving Lender, the applicable Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (ef) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each applicable 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 Aggregate 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 Borrowers deemed made pursuant to Section 4.03.

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 the Revolving Facility Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of each LC L/C Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower the Company on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to Borrower the Company for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable respective Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement in Dollars made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.06, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each applicable Revolving such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender acknowledges and agrees that its obligation obligations to acquire participations pursuant to this paragraph in respect of Letters of Credit is 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 amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereofthereof and on the date hereof with respect to Letters of Credit listed on Schedule 1.01 hereto) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank that issued the Letter of Credit hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoingforegoing and with respect to each Letter of Credit, each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay in dollars and immediately available funds to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of the Dollar Equivalent amount of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Credit Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit 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 Revolving Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Percentage of each LC L/C Disbursement made by the applicable Issuing Bank in respect of Letters of Credit and not reimbursed by Borrower the Borrowers (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reason2.02(f)(ii). Each applicable Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of the 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 reduction or termination of the Aggregate CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Revolving Credit 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Revolving Credit Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section 2.182.05, or of any reimbursement payment that is required to be refunded to the applicable Borrower for any reason. Each applicable 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 any Default or Event of Default or reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving Commitmentunder such Class, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata applicable Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Event of Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that issued such Letter of Credit or the Lenders, the applicable but subject to Section 2.21(b)(xi), such Issuing Bank hereby grants to each other Revolving Lender with (in the Closing Date Revolving Commitmentcase of the Letter of Credit), and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each such Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankBank that issued such Letter of Credit, such ▇▇▇▇▇▇Lender’s Pro Rata applicable Revolving Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that issues such Letter of Credit or the New Money Lenders, the applicable each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentNew Money Lender, and each such Revolving New Money Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such New Money Lender’s Pro Rata 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 New Money Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable any Issuing BankBank that issues a Letter of Credit hereunder, such ▇▇▇▇▇▇New Money Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving New Money Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.08(d) 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 Default, aggregate Revolving Credit Exposures exceeding the Available Commitments or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (or an amendment The 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 the Lenders, the applicable Issuing Bank hereby grants to each Revolving L/C Participant, and, to induce the Issuing Lender with the Closing Date Revolving Commitmentto issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and each such Revolving Lender purchase and hereby acquires accepts and purchases from the Issuing BankLender, a participation on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in such the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit equal to such Lender’s Pro Rata Percentage issued hereunder and the amount of each draft paid by the aggregate amount available to be drawn under such Letter of CreditIssuing Lender thereunder. In consideration Each L/C Participant unconditionally and in furtherance of the foregoing, each Revolving Lender irrevocably agrees with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative AgentIssuing Lender that, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit if a draft is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the occurrence and continuance terms of a Default or reduction or termination this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the Aggregate Commitmentsamount of such draft, and that each such payment shall be made without or any offsetpart thereof, abatement, withholding or reduction whatsoeverwhich is not so reimbursed.

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 or the LendersLender, the applicable Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Lender hereby acquires from the Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata '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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankLender, such ▇▇▇▇▇▇’s Pro Rata Revolving Credit Lender's Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.04, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata '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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Lender's Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable such Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing BankLender, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of the amount of each LC Disbursement made by the applicable such Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.02(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 an Event of Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 Lender or the Revolving Credit Lenders, the applicable Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankLender, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not 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 Borrower on the date due as provided in paragraph (e) of this Section 2.18, Borrowers or of at any time after any reimbursement payment is required to be refunded to a Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 Lender or the U.S. Lenders, the applicable Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentU.S. Lender, and each such Revolving U.S. Lender hereby acquires from the Issuing BankLender, a participation in such Letter of Credit equal to such U.S. Lender’s Pro Rata U.S. 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 U.S. Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the General Administrative Agent, for the account of the applicable Issuing BankLender, such ▇▇▇▇▇▇U.S. Lender’s Pro Rata U.S. Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank Lender and not reimbursed by Borrower on or before the date due as provided in paragraph (e) of this Section 2.184.01, or of any reimbursement payment required to be refunded to Borrower the Borrowers for any reason. Each applicable Revolving U.S. 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 reduction or termination of the Aggregate U.S. Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Class A Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Class A Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Class A Revolving Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Class A Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Class A Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (ea) of this Section 2.18in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Class A 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (ea)(vi) of this Section 2.18in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay pay, in Dollars, to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of the Dollar Equivalent of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the U.S. Borrowers on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to Borrower the U.S. Borrowers for any reason. Each applicable 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 Default, reduction or termination of the Aggregate 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 Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (including, without limitation, the Closing Date Letters 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 the Lenders, the applicable each Issuing Bank hereby irrevocably grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.18(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Issuing Bank in respect of such Letter of Credit hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Revolving Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the applicable Account Party on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to Borrower an Account Party for any reason. Each applicable 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) or on the Effective Date with respect to the Existing Letters of Credit, and without any further action on the part of the applicable an Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable an Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason; provided that a Lender shall not be obligated to pay to the Administrative Agent the Applicable Percentage of any LC Disbursement if the Letter of Credit under which such LC Disbursement was made was issued by the Issuing Bank after it received from any Lender a notice that any applicable condition precedent set forth in Section 4.02 had not then been satisfied. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 DB3/ 204690278.10 the applicable Issuing Bank or the Revolving Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable respective Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Revolving Maturity Date. Each applicable such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender acknowledges and agrees that its obligation obligations to acquire participations pursuant to this paragraph in respect of Letters of Credit is 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 amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Revolving Credit 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by any Borrower (or the Top Borrower on behalf of any Borrower) on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each applicable 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 Event of Default or reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 issuing such Revolving Letter of Credit or the Lenders, the applicable each Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the each Issuing Bank, a participation in each such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Commitment Percentage of each Revolving LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (eSection 2.06(e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reasonBorrower. Each applicable Revolving 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 reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a each 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 issuing such Letter of Credit or the Revolving Credit Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankBanks, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement L/C Borrowing made by the applicable an Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph (d) of this Section 2.05 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 reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable respective Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Revolving Credit Maturity Date. Each applicable such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Euro Letter of Credit (or an amendment to a Euro Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Euro Issuing Bank Lender or the Lenders, the applicable Euro Issuing Bank Lender hereby grants to each Euro Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Euro Revolving Credit Lender hereby acquires from the Euro Issuing BankLender, a participation in such Euro Letter of Credit equal to such Lender’s Pro Rata Euro Applicable Percentage of the aggregate amount available to be drawn under such Euro Letter of Credit. In consideration and in furtherance of the foregoing, each Euro Revolving Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Euro Administrative Agent, for the account of the applicable Euro Issuing BankLender, such ▇▇▇▇▇▇Lender’s Pro Rata Euro Applicable Percentage of each Euro LC Disbursement made by the applicable Euro Issuing Bank Lender and not reimbursed by the Euro Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Euro Borrower for any reason. Each applicable Euro Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Euro Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Euro Letter of Credit or the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Credit Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable Issuing Bank hereby grants to each Applicable Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Applicable Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Applicable Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay in the currency of the LC Disbursement to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower the Applicable Borrowers on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to Borrower the Applicable Borrowers for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph clause (ef) of this Section 2.182.4 of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations and make payment pursuant to this paragraph clause (e) and clause (f) below 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 Aggregate Revolving Loan Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the LendersLender, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the 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 (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 Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such ▇▇▇▇▇▇Lender’s Pro Rata Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Lead Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Lead Borrower for any reasonreason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each applicable 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 Event of Default or reduction or termination of the Aggregate CommitmentsCommitments or the fact that, as a result of changes in currency exchange rates, such Lender’s Global Exposure at any time might exceed its Commitment at such time and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Applicable 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 (or, in the case of the Rolled Letters of Credit, effective upon the Effective Date). In consideration and in furtherance of the foregoing, each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Percentage of the U.S. Dollar Equivalent of each LC Disbursement L/C Disbursement, made by the applicable such Issuing Bank and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reason2.02(g). Each applicable 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 reduction or termination an Event of the Aggregate CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Issuing Bank hereby irrevocably grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to the Dollar Amount of such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, the Dollar Amount of such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower the Borrowers on the date due as provided in paragraph (e) of this Section 2.182.18(e), or of any reimbursement payment required to be refunded to Borrower the Borrowers for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.18(d) 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever (so long as such payment shall not cause the Dollar Amount of such Revolving Lender’s Revolving Exposure to exceed such Revolving Lender’s Revolving 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 the Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and and, in each case, not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 or the LendersLender, the applicable Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Lender hereby acquires from the Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata '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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing BankLender, such ▇▇▇▇▇▇’s Pro Rata Revolving Credit Lender's Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.4, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender▇▇▇▇▇▇’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable respective Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each applicable such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Revolving Credit 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Revolving Credit Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the relevant Revolving Borrower on the date due as provided in paragraph (e) of this Section 2.182.05, or of any reimbursement payment that is required to be refunded to the relevant Borrower for any reason. Each applicable 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 any Default or Event of Default or reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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(s), and without any further action on the part of the applicable such Issuing Bank Bank(s) or the Lenders, the applicable such Issuing Bank Bank(s) hereby grants grant(s) to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the such Issuing BankBank(s), a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing BankBank(s), such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank Bank(s) and not reimbursed by Borrower the Borrowers on the date due as provided in paragraph (e) of this Section 2.182.04, or of any reimbursement payment required to be refunded to Borrower the Borrowers for any reason. Each applicable 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a any Letter of Credit (or an amendment to a any Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Revolving Credit 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay in Dollars to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Revolving Credit Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph clause (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Event of Default or reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 issuing LC Issuer or the Revolving Credit Lenders, the applicable Issuing Bank such LC Issuer hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the Issuing Banksuch LC Issuer, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Banksuch LC Issuer, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank such LC Issuer and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.19(5), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.19(4) 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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) and without any further action on the part of the applicable relevant Issuing Bank or the Revolving Lenders, the applicable relevant Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter of Credit equal to such Lender▇▇▇▇▇▇’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable relevant Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each applicable Revolving Lender acknowledges and agrees that its obligation obligations to acquire participations pursuant to this paragraph in respect of Letters of Credit is 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 amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable such Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing BankLender, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing BankLender, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of the amount of each LC Disbursement made by the applicable such Issuing Bank Lender and not reimbursed by Borrower the Co-Borrowers on the date due as provided in paragraph (e) of this Section 2.182.02(e), or of any reimbursement payment required to be refunded to a Co-Borrower for any reason. Each applicable 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 an Event of Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Issuing Bank hereby irrevocably grants to each Tranche A Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Tranche A Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Tranche A Revolving Lender’s Tranche A Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Tranche A Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Tranche A Revolving Lender’s Tranche A Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.182.17(e), or of any reimbursement payment required to be refunded to Borrower for any reason. Each applicable Tranche A 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 reduction or termination of the Aggregate Commitments, or expiration, termination or collateralization of any Letter of Credit in accordance with the terms of this Agreement and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Credit Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata Applicable Revolving Credit 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Revolving Credit Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.09(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.09(d) 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 Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter for the account of Credit increasing the amount thereof) Borrower and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date a Revolving Commitment, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Revolving Commitment 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 relevant Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reason2.02(g). Each applicable 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 reduction or termination an Event of the Aggregate CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Lenders, the applicable Issuing Bank issuing one or more Letters of Credit hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in each such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower on or before the date due as provided in paragraph subsection (ed) of this Section 2.182.03, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph subsection (d) 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 issuing such Letter of Credit or the Revolving Credit Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Credit Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, Agent in U.S. Dollars such ▇▇▇▇▇▇Revolving Facility Lender’s Pro Rata Revolving Facility Percentage of each LC Revolving L/C Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph clause (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph clause 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 Event of Default or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Multicurrency Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentMulticurrency Lender, and each such Revolving Multicurrency Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Multicurrency Lender’s Pro Rata Multicurrency 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 Multicurrency Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata Multicurrency Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower the Company on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower the Company for any reason. Each applicable Revolving Multicurrency 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 reduction or termination of the Aggregate Multicurrency Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that is the issuer thereof or the Lenders, the applicable such Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the Borrowers on the date due as provided in paragraph (ef) of this Section 2.18in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to Borrower the Borrowers for any reason. Each applicable 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 Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the New Revolving Facility Lenders, the applicable such Issuing Bank hereby grants to each New Revolving Lender with the Closing Date Revolving CommitmentFacility Lender, and each such New Revolving Facility Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such New Revolving Facility Lender’s Pro Rata New 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 New Revolving Facility Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇New Revolving Facility Lender’s Pro Rata New Revolving Facility Percentage of each LC L/C Disbursement made by the applicable such Issuing Bank and in Dollars not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable New 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 any Issuing Bank or the Lenders, the applicable Issuing Bank issuing such Letter of Credit hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative AgentAgent in Dollars, for the account of the applicable each such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of the Dollar Amount of each LC Disbursement made by the applicable any Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.05(d) 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Any participation funded under this Section 2.05(d) shall be converted to Dollar ABR Loans.

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 any Issuing Bank or the Revolving Lenders, the applicable each Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the each Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Applicable Revolving Percentage of the aggregate amount Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable relevant Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Revolving Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the applicable Revolving Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to such Revolving Borrower for any reason. Each applicable 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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) ), and without any further action on the part of the applicable Issuing Bank Banks or the Lenders, the applicable Issuing Bank Banks hereby grants grant to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing BankBanks, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.18, or of any reimbursement payment required to be refunded to Borrower for any reason. Each applicable Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute absolute, unconditional and unconditional irrevocable and shall not be affected by any circumstance whatsoever, including any amendmentextension, renewal reinstatement or extension other amendment of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely, unconditionally and that irrevocably agrees to pay to the Administrative Agent, for the account of the Issuing Banks, such ▇▇▇▇▇▇’s Applicable Percentage of each such LC Disbursement made by the Issuing Banks and not reimbursed by the Borrower on the date due as provided in clause (e) of this Section 2.5, or of any reimbursement payment required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit including any amendment increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank Lender or the Tranche A Lenders, the applicable Issuing Bank Lender hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentTranche A Lender, and each such Revolving Tranche A Lender hereby acquires from the Issuing BankLender, a participation in such Letter of Credit equal to such Tranche A Lender’s Pro Rata Tranche A 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 Tranche A Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, . for the account of the applicable Issuing BankLender, such ▇▇▇▇▇▇Tranche A Lender’s Pro Rata Tranche A Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Tranche A 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 reduction or termination of the Aggregate Tranche A Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 that issues such Letter of Credit or the Revolving Credit Lenders, the applicable each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such Revolving Credit Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata 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 Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable any Issuing BankBank that issues a Letter of Credit hereunder, such ▇▇▇▇▇▇Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.182.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph Section 2.08(d) 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 Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Issuing Bank hereby irrevocably grants to each Tranche A-1 Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Tranche A-1 Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Tranche A-1 Revolving Lender’s 's Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Tranche A-1 Revolving Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇’s Tranche A-1 Revolving Lender's Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section 2.182.18(e), or of any reimbursement payment required to be refunded to Borrower for any reason. Each applicable Tranche A-1 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 reduction or termination of the Aggregate Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 the Lenders, the applicable Issuing Bank hereby grants to each US Tranche Revolving Lender with the Closing Date Revolving CommitmentCredit Lender, and each such US Tranche Revolving Credit Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata US Tranche Revolving Credit 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 US Tranche Revolving Credit Lender with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Lender’s Pro Rata US Tranche Revolving Credit Percentage of each LC Disbursement made by the applicable such Issuing Bank and not reimbursed by Borrower the Company on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to Borrower the Company for any reason. Each applicable US Tranche 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 reduction or termination of the Aggregate US Tranche Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Tranche Revolving Credit Lender shall be deemed to have acquired such a participation in each Existing Letter of Credit on the Restatement Effective 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 the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Revolving Commitment Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Such payment by the Lenders shall be made in Dollars. Each applicable 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 reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.. SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT LSC COMMUNICATIONS, INC. Table of Contents

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 the Lendersany Revolving Lender, the applicable Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender with the Closing Date Revolving CommitmentLender, and each such Revolving Lender hereby acquires from the such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata 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 with the Closing Date Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable such Issuing Bank, such ▇▇▇▇▇▇Revolving Lender’s Pro Rata Applicable Percentage of each LC Disbursement made by the applicable such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (ef) of this Section 2.18Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each applicable 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 Aggregate Revolving Commitments, and that 60 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.