Common use of Other Lenders' Participation Clause in Contracts

Other Lenders' Participation. (a) Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing reimburse the applicable relevant Issuer within one Business Day following receipt of a notice pursuant to this Section for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement)2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditObligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon If any change payment received by the Administrative Agent for the account of an Issuer pursuant hereto is required to be returned under any of the circumstances described in the Revolving Loan Commitments Section 10.18 (including pursuant to an assignment any settlement entered into by the Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuer its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under Section 10.10 the immediately preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the Parent Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Parent Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit issued by the Issuer pursuant hereto (or the continuation of an Existing Letter of Credit hereunder), and without further action, each Revolving Loan Lender (other than the applicable Issuer) that has a Revolving Loan Commitment shall be deemed to have irrevocably purchasedpurchased from the Issuer, to the extent of its Percentage to make Revolving Loan PercentageLoans, and the Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Commitment Percentage, be responsible for reimbursing promptly (and in any event within one Business Day) the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement)2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditObligation. To the extent that any Revolving Loan Lender has reimbursed any the Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon Notwithstanding anything to the contrary contained herein, on the scheduled Revolving Loan Commitment Termination Date for any change Tranche of Revolving Loan Commitments, except with respect to Reimbursement Obligations arising on or prior to such date, the participation interests of Revolving Lenders of such Tranche in any undrawn Letters of Credit then outstanding shall, without further action, automatically terminate on such scheduled Revolving Loan Commitment Termination Date and, upon termination thereof, the Revolving Lenders of the remaining Tranches of Revolving Loan Commitments shall assign and assume participations in such outstanding Letters of Credit so as to cause the amounts of such participations in Letters of Credit held by each Revolving Lender of such remaining Tranches to conform to the respective Percentages of the Revolving Loan Commitments pursuant to an assignment under Section 10.10 Commitment of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new such Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit pursuant to a Facility by an Issuer under such Facility, and without further action, each Revolving Loan RL Lender (other than the applicable such Issuer) under such Facility shall be deemed to have irrevocably purchasedpurchased from such Issuer, to the extent of its such Lender's Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, and such Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability contingent liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, as the case may be, be responsible for reimbursing the applicable promptly (and in any event within one Business Day) such Issuer for Reimbursement Obligations which have not been reimbursed in accordance with SECTION 4.1.3 by the Borrower in accordance with Section 2.6.3 in which requested the applicable currency and at the times set forth in issuance of such Section (with the terms Letter of this Section surviving the termination of this Agreement)Credit. In addition, such Revolving Loan each RL Lender under each Facility shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 SECTION 5.3.2 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of issued under such Letter of Credit pursuant to the last sentence of Section 3.3.3) Facility and of interest payable pursuant to Section 3.2 SECTION 5.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditObligation. To the extent that any Revolving Loan Lender under either Facility has reimbursed any an Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive a portion, according to its ratable portion Percentage of the Revolving Loan Commitment Amount under such Facility, of any amounts subsequently received (from the Borrower which requested the issuance of such Letter of Credit or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each ---------------------------- Letter of CreditCredit issued by the Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing promptly (and in any event within three Business Days following the applicable Disbursement Date) the Issuer for Reimbursement Obligations arising under the Letter of Credit issued by the Issuer which have not been reimbursed by the Borrower Borrowers in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement)2.6.3. ------------- In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive (i) a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 3.3.2 with respect to each Letter of Credit (other than ------------- the issuance fees payable to the Issuer of with respect to such Letter of Credit pursuant to the last sentence of Section 3.3.33.3.2) and (ii) from the date that ------------- such Lender has reimbursed the Issuer in accordance with the first sentence of this Section, (A) the interest payable pursuant to Section 3.2 2.6.2 and, if ------------- applicable, (B) the interest payable pursuant to Section 3.2.2 with respect ------------- to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Creditnot paid when due. To the extent that any Revolving Loan Lender has reimbursed any the Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the a Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of With respect to each Letter of CreditCredit issued or outstanding pursuant hereto, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan PercentageLetter of Credit Commitment, a participation interest in such Letter of Credit (including the Contingent Liability and any Letter of Credit Reimbursement Obligation with respect thereto), and such each Revolving Lender (other than the Issuer) shall, to the extent of its then existing Revolving Loan Commitment, be responsible for funding promptly (and in any event within one (1) Business Day) to the Issuer such Lender’s Percentage of any Letter of Credit Reimbursement Obligation which has not otherwise been reimbursed by the Borrowers in accordance with Section 2.6.3. In addition, each Revolving Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan PercentageCommitment, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 3.3.5 with respect to each Letter of Credit (other than but not the issuance fees Fronting Fee payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.33.3.6) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditCredit Reimbursement Obligation. To the extent that any a Revolving Loan Lender has reimbursed any Issuer for a DisbursementLetter of Credit Disbursement as required by this Section 2.6.1, such Revolving Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower Borrowers or otherwise) in respect of such Letter of Credit Disbursement. Upon any change The obligations of each Revolving Lender under this Section 2.6.1 are obligatory on the part of each Revolving Lender, 16 Amended by the Fourth Amendment to DIP Credit Agreement. such obligations of each Revolving Lender shall be performed whether or not a Default exists hereunder and whether or not the conditions set forth in Article VI of this Agreement have been satisfied, shall be absolute, unconditional, and irrevocable, and shall be performed by each Revolving Lender strictly in accordance with the Revolving Loan Commitments pursuant to an assignment under Section 10.10 terms and provisions of this Agreement, it under any and all circumstances and irrespective of any set-off, counterclaim, or defense to payment which the Revolving Lenders, individually or collectively, may have or have had against the Issuer, the other Lenders or the Administrative Agent, shall not be subject to the requirement that the Borrowers reimburse the Issuer for any sight drafts presented under any Letter of Credit and shall be independent of all of the obligations of the Borrowers, the Lenders and/or the Administrative Agent. Notwithstanding anything to the contrary in this Section 2.6.1, so long as any Letter of Credit is hereby agreed outstanding and supports an obligation, each of the Revolving Lenders shall have the absolute obligation, including in the event that the beneficiary of a Letter of Credit draws on such Letter of Credit (pursuant to a right set forth in such Letter of Credit or otherwise) after a Commitment Termination Event with respect to all Letter of Credit Outstandingsthe Revolving Loans occurs, there shall be an automatic adjustment to make a Revolving Loan to the participations hereby created Borrowers in accordance with Section 2.6.2 and disburse the proceeds thereof directly to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan LendersIssuer.

Other Lenders' Participation. (a) Upon the issuance of each ---------------------------- Letter of CreditCredit issued by an Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the applicable such Issuer) shall be deemed to have irrevocably purchased, to the extent of its Percentage to make Revolving Loan PercentageLoans, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, be responsible for reimbursing promptly (and in any event within one Business Day), whether or not any Default shall have occurred and be continuing, the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement)2.6.3. ------------- In addition, such Revolving Loan Lender shall, to the extent of its Percentage to make Revolving Loan PercentageLoans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of ------------- Credit (other than the issuance fees payable to the an Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable ------------- pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditObligation. To the ----------- extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Each Letter of CreditCredit issued pursuant to Section 4.2 will, effective upon its issuance and without further action, each Revolving Loan be issued on behalf of all Lenders (including the Fronting Bank thereof) according to their respective Percentages. Each Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchasedwill, to the extent of its Revolving Loan Percentage, a participation interest be deemed irrevocably to have participated in the issuance of such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, will be responsible for reimbursing to reimburse promptly the applicable Issuer Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date related thereto pursuant to the terms of this Agreement or reimbursed by the Borrower in accordance with Section 2.6.3 in 4.5, or which have been converted into a Loan on the applicable currency and at the times set forth in such Section (with Disbursement Date related thereto pursuant to the terms of this Section surviving Agreement or reimbursed by the termination of this Agreement). In additionBorrower but must be returned, such Revolving Loan restored or disgorged by the Fronting Bank for any reason, and each Lender shallwill, to the extent of its Revolving Loan Percentage, be entitled to receive from the Administrative Agent a ratable portion of the all fees and interest with respect to such Letter of Credit (including the letter of credit fees payable received by the Administrative Agent pursuant to Section 3.3.3 3.3.1, with respect to each Letter of Credit (Credit, but excluding any fronting fees and other than the issuance fees charges payable to the Issuer Fronting Bank in its capacity as Fronting Bank). In the event that the Borrower will fail to reimburse the Fronting Bank, or if for any reason Loans will not be made to fund any Reimbursement Obligation, in each case as provided in this Agreement and in an amount equal to the Disbursement amount or in the event the Fronting Bank must for any reason return or disgorge such reimbursement, the Fronting Bank will promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender will make available to the Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation in same day or immediately available funds at the office of the Fronting Bank specified in such notice not later than 11:00 a.m., New York time, on the Business Day after the date notified by the Fronting Bank. In the event that any Lender fails to make available to the Fronting Bank the amount of such Lender's participation in such Letter of Credit as provided herein, the Fronting Bank will be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate from the date such amount is due through (but excluding) the date such payment is made (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the last sentence Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time). Nothing in this Section 3.3.3) and or Section 4.6 will be deemed to prejudice the right of interest payable any Lender to recover from the Fronting Bank any amounts made available by such Lender to the Fronting Bank pursuant to this Section 3.2 in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Fronting Bank in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Fronting Bank. The Fronting Bank will distribute to each other Lender which has paid all amounts payable by it under this Section with respect to any Reimbursement Obligation accruing on and after Letter of Credit issued by the date (and to Fronting Bank, such other Lender's Percentage of all payments received by the extent) such Lender funds its participation interest Fronting Bank from the Borrower in reimbursement of the drawings honored by the Fronting Bank under such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, Credit when such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenderspayments are received.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit pursuant hereto, and without further action, each Revolving Loan Term A Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan PercentageLetter of Credit Commitment, a participation interest in such Letter of Credit (including the Contingent Liability and any Letter of Credit Reimbursement Obligation with respect thereto), and such Revolving Loan each Term A Lender shall, to the extent of its Revolving then existing Term A Loan PercentageCommitment Amount, be responsible for reimbursing funding promptly (and in any event within one Business Day) to the applicable Issuer for the amount of any Letter of Credit Reimbursement Obligations Obligation which have has not otherwise been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement)2.6.3. In addition, such Revolving Loan each Term A Lender shall, to the extent of its Revolving Term A Loan PercentageCommitment, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditCredit Reimbursement Obligation. To the extent that any Revolving Loan a Term A Lender has reimbursed any Issuer for a DisbursementLetter of Credit Disbursement as required by this Section, such Term A Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Letter of Credit Disbursement. Upon any change The obligations of each Term A Lender under this Section 2.6.1 are obligatory on the part of each Term A Lender, such obligations of each Term A Lender shall be performed whether or not a Default or Event of Default exists hereunder and whether or not the conditions set forth in Section 3.2 of the Revolving Loan Commitments pursuant to an assignment under Section 10.10 Disbursement Agreement and Article V of this Agreement have been satisfied, shall be absolute, unconditional, and irrevocable, and shall be performed by each Term A Lender strictly in accordance with the terms and provisions of this Agreement, it is hereby agreed under any and all circumstances and irrespective of any set-off, counterclaim, or defense to payment which the Term A Lenders, individually or collectively, may have or have had against the Issuer, the other Lenders, the Administrative Agent or the Disbursement Agent, shall not be subject to the requirement that with respect to all the Borrower reimburse the Issuer for any sight drafts presented under any Letter of Credit Outstandings, there and shall be an automatic adjustment independent of all of the obligations of the Borrower, the Lenders, the Administrative Agent and/or the Disbursement Agent. Notwithstanding anything to the participations hereby created to reflect the new Revolving Loan Percentage contrary in this Section 2.6.1, so long as any Letter of Credit is outstanding, each of the assigning and assignee Revolving Term A Lenders shall have the absolute obligation to make a Term A Loan Lendersto the Issuer on behalf of Borrower in accordance with Section 2.6.2.

Other Lenders' Participation. (a) Upon the issuance of each Each Revolving Loan Letter of Credit---------------------------- Credit issued pursuant to Section 2.8.2 shall, effective upon its issuance and ------------- without further action, each Revolving Loan be issued on behalf of all Lenders (including the Issuer thereof) pro rata according to their respective Percentages. Each Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchasedshall, -------- to the extent of its Percentage, be deemed irrevocably to have participated in the issuance of any such Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, shall be responsible for reimbursing to reimburse promptly the applicable Issuer thereof for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in 2.8.5, or which have been reimbursed by the applicable currency Borrower but must be ------------- returned, restored or disgorged by such Issuer for any reason, and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan each Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive from the Agent a ratable portion of the Letter letter of Credit credit fees payable received by the Agent pursuant to Section 3.3.3 3.3.3, with respect to each Letter of Credit (other than Credit. In the issuance fees payable event that the ------------- Borrower shall fail to reimburse any Issuer, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 2.8.5 and in an amount equal to the amount of any drawing honored by ------------- such Issuer under a Letter of Credit issued by it, or in the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Lender of the unreimbursed amount of such drawing and of such Lender's respective participation therein calculated on the basis of its Percentage. Each Lender shall make available to such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective participation, calculated on the basis of its Percentage, in same day or immediately available funds at the office of such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 11:30 a.m. (U.S. Central time) on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that any Lender fails to make available to such Issuer the amount of such Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the last sentence Rules for Interbank Compensation of Section 3.3.3the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the LIBO Rate Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice ------------- the right of interest payable any Lender to recover from any Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 3.2 2.8.4 in the event that it ------------- is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of such Issuer. Each Issuer shall distribute to each other Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Reimbursement Obligation accruing on and after Letter of ------------- Credit issued by such Issuer such other Lender's Percentage of all payments received by such Issuer from the date (and to the extent) Borrower in reimbursement of drawings honored by such Lender funds its participation interest in Issuer under such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, Credit when such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenderspayments are received.

Other Lenders' Participation. (a) Upon the issuance of each ---------------------------- Letter of CreditCredit issued by the Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have severally and irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation of the Issuer with respect theretothereto and the obligation to pay to the Issuer the amount of any unreimbursed Disbursement thereunder), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing promptly paying to the applicable Issuer for Reimbursement Obligations such Lender's Percentage of any unreimbursed Disbursements under the Letter of Credit issued by the Issuer which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency Sections 2.6.2 and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement)2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 3.4.4 with respect to each Letter of Credit (other than the issuance and other fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of 3.4.4), the interest payable pursuant to Section 3.2 2.6.2 and, if applicable, the interest payable pursuant to Section 3.3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Creditnot paid when due. To the extent that any Revolving Loan Lender has reimbursed any the Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon any change in The Issuer shall notify each Lender on each Quarterly Payment Date of the Revolving Loan Commitments pursuant to an assignment under Section 10.10 outstanding amount of this Agreement, it is hereby agreed that with respect to all Letter Letters of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning issued and assignee Revolving Loan Lendersoutstanding hereunder.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit issued by an Issuer pursuant hereto and each increase in the Stated Amount of an existing Letter of Credit issued pursuant hereto, and without further action, each Revolving Loan Lender (other than the applicable such Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan RL Percentage, a participation interest in such Letter of Credit and any such increase (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and each Credit-Linked Revolving Loan Lender shall be obligated to pay for such purchase at the time of such issuance or increase by depositing cash (irrespective of any setoff, counterclaim or defense to payment) in an amount equal to its RL Percentage of the Stated Amount of such Letter of Credit or the increase of the Stated Amount of such existing Letter of Credit, as the case may be, into the Credit-Linked Deposit Account. Each Revolving Loan Lender shall, to the extent of its Revolving Loan RL Percentage, be responsible for reimbursing promptly (and in any event within one Business Day), whether or not any Default shall have occurred and be continuing, the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 or which have been so reimbursed but which is subsequently required to be disgorged or refunded to the Borrower for any reason, provided that, in the applicable currency and at case of a Credit-Linked Revolving Loan Lender that has complied with its obligations under the times set forth immediately preceding sentence with respect to the Letter of Credit from which such Reimbursement Obligations have arisen, the Administrative Agent shall reimburse the Issuer for the amount of such Credit-Linked Revolving Loan Lender's obligation from such Credit-Linked Revolving Loan Lender's Credit-Linked Deposit on deposit in such Section (with the terms of this Section surviving the termination of this Agreement)Credit-Linked Deposit Account. In addition, such each Revolving Loan Lender shall, to the extent of its Revolving Loan RL Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the an Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditObligation. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a DisbursementDisbursement (including pursuant to a withdrawal from such Revolving Loan Lender's Credit-Linked Deposit), such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit pursuant to a Facility by the Issuer under such Facility, and without further action, each Revolving Loan Lender (other than the applicable such Issuer) under such Facility shall be deemed to have irrevocably purchasedpurchased from such Issuer, to the extent of its such Lender's Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, and such Issuer shall be deemed to have irrevocably granted and sold to such Lender a participation interest in such Letter of Credit (including the Contingent Liability contingent liability and any Reimbursement Obligation and all rights with respect thereto), and such Revolving Loan Lender shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, as the case may be, be responsible for reimbursing the applicable promptly (and in any event within one Business Day) such Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in 4.1.3 by the applicable currency and at Borrower which requested the times set forth in issuance of such Section (with the terms Letter of this Section surviving the termination of this Agreement)Credit. In addition, such Revolving Loan each Lender under a Facility shall, to the extent of its Percentage of the Revolving Loan PercentageCommitment Amount under such Facility, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 5.3.2 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of issued under such Letter of Credit pursuant to the last sentence of Section 3.3.3) Facility and of interest payable pursuant to Section 3.2 5.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of CreditObligation. To the extent that any Revolving Loan Lender under a Facility has reimbursed any the Issuer under such Facility for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive a portion, according to its ratable portion Percentage of the Revolving Loan Commitment Amount under such Facility, of any amounts subsequently received (from the Borrower which requested the issuance of such Letter of Credit or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Letter of Credit, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the First Lien Credit Agreement extent of its Revolving Loan Percentage, be responsible for reimbursing the applicable Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement). In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the issuance fees payable to the Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Credit. To the extent that any Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.

Other Lenders' Participation. (a) Upon the issuance of each Letter of CreditCredit issued by an Issuer pursuant hereto, and without further action, each Revolving Loan Lender (other than the applicable Issuer) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing promptly (and in any event within three Business Days following the Disbursement Date) the applicable Issuer for Reimbursement Obligations arising under the Letter of Credit issued by such Issuer which have not been reimbursed by the Borrower Borrowers in accordance with Section 2.6.3 in the applicable currency and at the times set forth in such Section (with the terms of this Section surviving the termination of this Agreement)SECTION 2.6.3. In addition, such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be entitled to receive (i) a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 SECTION 3.3.2 with respect to each Letter of Credit (other than the issuance fees payable to the an Issuer of with respect to such Letter of Credit pursuant to the last sentence of Section 3.3.3SECTION 3.3.2) and (ii) from the date that such Lender has reimbursed an Issuer in accordance with the first sentence of this Section, (A) the interest payable pursuant to Section 3.2 SECTION 2.6.2 and, if applicable, (B) the interest payable pursuant to SECTION 3.2.2 with respect to any Reimbursement Obligation accruing on and after the date (and to the extent) such Lender funds its participation interest in such Letter of Creditnot paid when due. To the extent that any Revolving Loan Lender has reimbursed any an Issuer for a DisbursementDisbursement as required by this Section, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the a Borrower or otherwise) in respect of such Disbursement. Upon any change in the Revolving Loan Commitments pursuant to an assignment under Section 10.10 of this Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Loan Percentage of the assigning and assignee Revolving Loan Lenders.