Common use of L/C Participations Clause in Contracts

L/C Participations. Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing Xxxxxx’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Parent Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreimbursed (which obligations shall be expressed in Dollars at the Exchange Rate on the date of payment by the Issuing Lender of such draft under any Letter of Credit). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any the Parent Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Parent Borrower, (iv) any breach of this Agreement or any other Loan Document by the Parent Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The L/C Provider (on its behalf and on behalf of each L/C Issuing Lender Bank) irrevocably agrees to grant and hereby grants to each L/C ParticipantCommitted Note Purchaser, and, to induce such Issuing Lender the L/C Provider to issue Fronted Letters of Credit, provide (or cause each L/C Participant Issuing Bank to provide) Letters of Credit hereunder, each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from such the L/C Provider (on its behalf and on behalf of each L/C Issuing LenderBank), on the terms and conditions set forth below, for such L/C ParticipantCommitted Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s (or such L/C Participant’s Commitment Percentage in such Issuing Xxxxxx’s Bank’s) obligations and rights under and in respect of each Fronted Letter of Credit provided hereunder and the amount of L/C Reimbursement Amount with respect to each draft paid or reimbursed by such Issuing Lender thereunder. Each the L/C Participant Provider (or such L/C Issuing Bank) in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider (on its behalf and on behalf of each L/C Issuing Lender Bank) that, if a draft is paid under any Fronted Letter of Credit for which such the L/C Provider (on its behalf and on behalf of each L/C Issuing Lender Bank) is not reimbursed paid in full by the applicable Borrower Master Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent of the L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein Provider an amount in Dollars equal to such L/C Participantits Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of (i) the amount of L/C Reimbursement Amount with respect to such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such each Issuing Xxxxxx’s Lender's obligations and rights under and in respect of each Fronted Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment 's Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable any Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing LenderXxxxxx’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreturned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each 1. The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage from time to time in such effect in the Issuing Xxxxxx’s Lender's obligations and rights under and in respect of each Fronted Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in the Currency 52 46 in which such Letter of Credit is denominated to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount in Dollars equal to such L/C Participant’s 's then Revolving Credit Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and which is not so reimbursed. Each L/C Participant’s obligation ; provided that if such demand is made prior to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance12:00 Noon, including (i) any setoffNew York City time, counterclaim, recoupment, defense or other right that on a Business Day such L/C Participant may have against shall make such payment to the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) Lender prior to the occurrence or continuance end of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other such Business Day and otherwise such L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of shall make such payment on the foregoingnext succeeding Business Day.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit issued, and the amount of each draft paid paid, by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, Equivalent of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each reimbursed (calculated, in the case of any Letter of Credit denominated in an Optional Currency, as of the Reimbursement Date therefor); provided that in no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s Extensions of Credit to exceed such L/C Participant’s Commitment. Subject to the foregoing, each L/C [CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO THE FREEDOM OF INFORMATION ACT] Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable any Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any BorrowerLoan Party, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Fronted Letters of CreditCredit for the account of the Borrower or any Foreign Subsidiary Borrower other than the French Subsidiary, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such each Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and each Issuing Lender irrevocably agrees to grant and hereby grants to each French L/C Participant, and to induce each Issuing Lender to issue Letters of Credit for the account of the French Subsidiary, each French L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchase from each such Issuing Lender, on the terms set forth below, for such French L/C Participant’s own account and risk, an undivided interest equal to such French L/C Participant’s French Party’s Revolving Percentage in each Issuing Lender’s obligations and rights under, and in respect of, each Letter of Credit for the account of the French Subsidiary, and the amount of each draft paid by such each Issuing Lender thereunder. Each L/C Participant and French L/C Participant hereby agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such any Issuing Lender is not reimbursed in full by the applicable Borrower or the relevant Foreign Subsidiary Borrower, as the case may be, in accordance with the terms of this Agreement, such L/C Participant or French L/C Participant, as the case may be, shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, French L/C Participant’s French Party Revolving Percentage of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s and French L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or French L/C Participant may have against the applicable any Issuing Lender, the Borrower or any Foreign Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Foreign Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any Borrower Foreign Subsidiary Borrower, any other Loan Party or any other L/C Participant or French L/C Participant, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Credit Commitment Percentage (determined on the date of issuance of the relevant Letter of Credit) in such the Issuing Xxxxxx’s Lender's obligations and rights under and in respect of each Fronted Letter of Credit issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s 's address for notices specified herein an amount in Dollars equal to such L/C Participant’s 's Revolving Credit Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and which is not so reimbursed. Each L/C Participant’s obligation to pay such amount ; provided that nothing in this paragraph shall be absolute and unconditional and shall not be affected relieve the Issuing Lender of any liability resulting from the gross negligence or willful misconduct as determined by a court of competent jurisdiction of the Issuing Lender, or otherwise affect any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such any L/C Participant may have against the applicable Issuing Lender, any Borrower as a result of such gross negligence or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingwillful misconduct.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment 2019 Domestic Revolving Percentage in such Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit issued, and the amount of each draft paid paid, by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Percentage 2019 Domestic Revolving Percentage, in each case of (i) the Dollar Equivalent amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) calculated, in the Dollar Equivalentcase of any Letter of Credit denominated in an Optional Currency, using the Exchange Rate at the time such draft is paid, as of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedReimbursement Date therefor). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable any Issuing Lender, the Company, any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Company or any Subsidiary Borrower, (iv) any breach of this Agreement or any other Loan Document by the Company, any Borrower Subsidiary Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (ii) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Revolving Percentage in such Issuing Xxxxxx’s Lender's obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each such Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment 's Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreturned). Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable such Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such each Issuing Lender to issue Fronted Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth belowhereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in such each Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and which is not so reimbursed. Each (b) Upon becoming aware of any amount required to be paid by any L/C Participant’s obligation Participant to pay any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall be absolute notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and unconditional due date of such required payment and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.shall

L/C Participations. (i) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each such Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by such Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreturned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable such Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article IV, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. vi) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender Lenders to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such each Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid by such Issuing Lender under any Fronted Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable such Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each xxiv) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable U.S. Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay pay, upon demand, to such Issuing Lender upon demand at such the Administrative Agent, for the account of the Issuing Lender’s address for notices specified herein , an amount equal to (a) in the case of any Letter of Credit denominated in Dollars equal to or an Acceptable Foreign Currency (other than Canadian Dollars), such L/C Participant’s Commitment Revolving Percentage of (i) the Dollar Equivalent of the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or is so returned) and (iib) in the Dollar Equivalentcase of any Letter of Credit denominated in Canadian Dollars, using the Exchange Rate at the time such draft is paid, L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any a Borrower, (iv) any breach of this Agreement or any other Loan Document by a Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.. 90

L/C Participations. Each (a) Immediately upon the Issuance of each Letter of Credit, the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Issue Letters of CreditCredit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth belowhereinafter 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 XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit Issued hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower Borrowers through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Revolving Credit Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and which is not so reimbursed. Each L/C Participant’s obligation to pay such amount purchase and fund its participation interest in each Letter of Credit in accordance with this Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant may have against the applicable Issuing Lender, any Borrower the Borrowers or any other Person for any reason whatsoever, ; (ii) the occurrence or continuance of a Default or an Event of Default Default, or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial other occurrence, event or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoevercondition, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Such participation interest shall be in the currency of the applicable underlying Letter of Credit. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Administrative Agent, for the account of the Issuing Lender Lender, upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Commitment Percentage in such Issuing Xxxxxx’s Lender's obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount in Dollars equal to such L/C Participant’s 's Commitment Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s 's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementSection 3.5 (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreturned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each such L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment US Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each such L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower Company in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Administrative Agent or the Issuing Lender upon demand at such Issuing Lenderthe Administrative Agent’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment US Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreturned). Each such L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article V, (iii) any adverse change in the condition (financial or otherwise) of any Borrowerthe Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.04(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender through the Administrative Agent on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.04(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the US Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.04(a), the Administrative Agent receives any payment related to such Letter of Credit (whether directly from the Company or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

L/C Participations. Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable U.S. Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay pay, upon demand, to such Issuing Lender upon demand at such the Administrative Agent, for the account of the Issuing Lender’s address for notices specified herein , an amount equal to (a) in the case of any Letter of Credit denominated in Dollars equal to or an Acceptable Foreign Currency (other than Canadian Dollars), such L/C Participant’s Commitment Revolving Percentage of (i) the Dollar Equivalent of the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or is so returned) and (iib) in the Dollar Equivalentcase of any Letter of Credit denominated in Canadian Dollars, using the Exchange Rate at the time such draft is paid, L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any a Borrower, (iv) any breach of this Agreement or any other Loan Document by a Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (l) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Parent Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreimbursed (which obligations shall be expressed in Dollars at the Exchange Rate on the date of payment by the Issuing Lender of such draft under any Letter of Credit). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any the Parent Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Parent Borrower, (iv) any breach of this Agreement or any other Loan Document by the Parent Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Applicable Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this AgreementAgreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Applicable Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed (or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursedreturned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and 509265-1594-11436-13799415 shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit issued by such Issuing Lender and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Fronted Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein (but, in the case of any such Letter of Credit denominated in CDN Dollars, not prior to the conversion to US Dollars referred to in Section 3.5) an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable such Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s Commitment 's Domestic Percentage in such Issuing Xxxxxx’s Lender's obligations and rights under and in respect of each Fronted Letter of Credit issued, and the amount of each draft paid or demand paid, by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft or demand is paid under any Fronted Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower Company or other applicant in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s 's address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment 's Domestic Percentage of (i) the Dollar Equivalent of the amount of such draftdraft or demand, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) calculated, in the Dollar Equivalentcase of any Letter of Credit denominated in an Optional Currency, using the Exchange Rate at the time such draft is paid, as of the amount of such draft, or any part thereofReimbursement Date therefor); provided, that is paid in Pounds Sterling and is not so reimbursed. Each no event shall an L/C Participant be obligated to fund an amount that would cause such L/C Participant’s 's Total Domestic Extensions of Credit to exceed such L/C Participant's Domestic Commitment. Subject to the foregoing, each L/C Participant's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable any Issuing Lender, any Borrower the Company, the Applicable Account Party or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any BorrowerLoan Party, (iv) any breach of this Agreement or any other Loan Document by the Company, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

L/C Participations. Each (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such the Issuing Lender to issue Fronted Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Revolving Percentage in such the Issuing XxxxxxLender’s obligations and rights under and in respect of each Fronted Letter of Credit and the amount of each draft paid by such the Issuing Lender thereunder. Such participation interest shall be in the currency of the applicable underlying Letter of Credit. Each L/C Participant agrees with each the Issuing Lender that, if a draft is paid under any Fronted Letter of Credit for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such the Issuing Lender upon demand at such the Issuing Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s Commitment Revolving Percentage of (i) the amount of such draft, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in Pounds Sterling and is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the applicable Issuing Lender, any the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of any the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Borrower other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.