Common use of Participations in Letters of Credit Clause in Contracts

Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately On each day during the period commencing with the issuance by any Issuing Lender of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of each any Revolving Credit Letter of Credit (or an amendment to a Incremental Facility Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lendershereunder, each Revolving Lender as applicable, it shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the aggregate amount available relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to be drawn such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased purchased, and the applicable Issuing Bank shall be deemed to have sold sold, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers applicable Co-Borrower on the date due as provided in paragraph (f) of this Section 2.042.05, or of any reimbursement payment required to be refunded to the Revolving Borrowers a Co-Borrower for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally Alliance Resource Fourth Amended and Restated Credit Agreement agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) on demand by the Administrative Agent by making available for the account of this Section 2.04its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, or in same day funds, an amount equal to such Revolving Credit Lender’s Pro Rata Share of any reimbursement payment required such L/C Disbursement. The Administrative Agent will promptly thereafter cause like funds to be refunded distributed to the Revolving Borrowers applicable Issuing Bank for any reasonthe account of its Applicable Lending Office. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Credit Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Revolving Credit Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.04(a), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.09(b) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.04(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.09(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately Each Lender shall participate on a pro rata basis in the Letters of Credit issued by the Agent, which participation shall automatically arise upon the issuance of each Letter of Credit (or an amendment to Credit. Each Lender unconditionally agrees that in the event the Agent is not immediately reimbursed by the Borrower for the amount paid by the Agent on any draft presented under a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank Credit, then in that is the issuer thereof or the Lenders, each Revolving event such Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, Agent such Lender's pro rata share of the amount of each draft so paid based on the percentage which its Revolving Credit Commitment bears to the aggregate of the Revolving Credit Commitments and in return such Lender shall automatically receive an equivalent percentage participation in the rights of the Agent to obtain reimbursement from the Borrower for the account amount of such Issuing Bankdraft, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due together with interest thereon as provided in paragraph (f) for herein. The obligations of this Section 2.04, or of any reimbursement payment required to be refunded the Lenders to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to Agent under this paragraph in respect of Letters of Credit is absolute subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by subject to any circumstance setoff, counterclaim or defense to payment which any Lender may have or have had against the Borrower, the Agent, any other Lender or any other party whatsoever, including . In the event that any amendment or extension Lender fails to honor its obligation to reimburse the Agent for its pro rata share of the amount of any Letter such draft, then in that event (i) the defaulting Lender shall have no right to participate in any recoveries from the Borrower in respect of Credit or such draft and (ii) all amounts to which the occurrence and continuance defaulting Lender would otherwise be entitled under the terms of a Default this Agreement or any reduction or termination of the Revolving Commitmentsother Loan Documents shall first be applied to reimbursing the Lenders for their respective pro rata shares of the defaulting Lender's portion of the draft, and that each payment required together with interest thereon at the rate provided for herein. Upon reimbursement to the other Lenders (pursuant to clause (iii) above or otherwise) of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft together with interest thereon, the defaulting Lender shall thereupon be made entitled to its participation in the Agent's right of recovery against the Borrower in respect of the draft paid by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoeverAgent.

Participations in Letters of Credit. Immediately upon Concurrently with the issuance of each Letter of Credit (or an amendment to a Letter or, in the case of Credit increasing the amount thereof) and without any further action Existing Letters of Credit, on the part of Restatement Date), the applicable Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased sold and the applicable Issuing Bank transferred to each other Facility A Revolving Lender, and each other Facility A Revolving Lender shall be deemed irrevocably and unconditionally to have sold a participation purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such other Facility A Revolving Lender’s Facility A Percentage, in such Letter of Credit equal to such (or, if applicable, all Existing Letters of Credit) and the Company’s reimbursement obligations with respect thereto. Each Facility A Revolving Lender’s Applicable Percentage Lender agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which the aggregate amount available Issuing Lender is not reimbursed in full by the Company (or applicable Subsidiary) in accordance with the terms of this Agreement (or in the event that any reimbursement received by the applicable Issuing Lender shall be required to be drawn under returned by it at any time), such Letter of Credit. In consideration and in furtherance of the foregoing, each Facility A Revolving Lender hereby absolutely and unconditionally agrees to shall pay to the Administrative Agent, Agent for the account of such Issuing Bank, Lender upon demand an amount equal to such Facility A Revolving Lender’s Applicable Facility A Percentage of each LC Disbursement made by such Issuing Bank and the amount that is not so reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reasonis so returned). Each Facility A Revolving Lender acknowledges and agrees that its acquisition of participations pursuant Lender’s obligation to this paragraph in respect of Letters of Credit is pay such amount shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Facility A Revolving Lender may have against the Issuing Lender, the Company or any other Person for any reason whatsoever, including (ii) the occurrence or continuance of an Event of Default or Unmatured Event of Default or the failure to satisfy any amendment of the other conditions specified in Section 11, (iii) any adverse change in the condition (financial or extension otherwise) of the Company or its Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Issuing Lender hereby agrees, upon request of the Administrative Agent or any Facility A Revolving Lender, to deliver to such Facility A Revolving Lender a list of all outstanding Letters of Credit, together with such information related thereto as such Facility A Revolving Lender may reasonably request. If any amount required to be paid by any Facility A Revolving Lender to an Issuing Lender pursuant to this Section 2.3.2 in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit or is paid to such Issuing Lender within three Business Days after the occurrence date such payment is due, such Facility A Revolving Lender shall pay to such Issuing Lender on demand an amount equal to the product of (i) the Dollar Equivalent of such amount, times (ii) the daily average NYFRB Rate during the period from and continuance including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of a Default or which is the number of days that elapse during such period and the denominator of which is 360. If any reduction or termination of the Revolving Commitments, and that each payment such amount required to be paid by any Facility A Revolving Lender pursuant to this Section 2.3.2 is not made available to such Issuing Lender by it under such Facility A Revolving Lender within three Business Days after the preceding sentence date such payment is due, such Issuing Lender shall be made without entitled to recover from such Facility A Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans that are Facility A Revolving Loans. A certificate of an Issuing Lender submitted to any offset, abatement, withholding or reduction whatsoeverapplicable Facility A Revolving Lender with respect to any amounts owing under this Section 2.3.2 shall be conclusive in the absence of manifest error.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(e) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the respective Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetset-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately On the Closing Date with respect to each Existing Letter of Credit and upon the issuance of each any other Letter of Credit (or an amendment to upon a Letter of Credit increasing the amount thereof) and Person becoming a Lender hereunder), in each case without any further action on the part of the Issuing Bank that is the issuer thereof Lenders or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed Lender hereby grants to have sold each Lender, and each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such type of Letter of Credit (Financial Letter of Credit or Performance Letter of Credit). In consideration and in furtherance of the foregoing, each Revolving such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing BankLender, such Revolving Lender’s Applicable Percentage (calculated in accordance with the Commitments in respect of the applicable type of Letter of Credit) of each LC Disbursement made by such the applicable Issuing Bank Lender and not reimbursed for any reason by the Revolving Borrowers Borrower on the date due as provided in paragraph (f) of this Section 2.042.09 hereof, or of any reimbursement payment required to be refunded to the Revolving Borrowers Borrower for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations and make payments pursuant to this paragraph in respect of Letters each Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension whatsoever (other than the issuance of any Letter of Credit or in excess of the amounts described in Section 2.07(a) as of the date of issuance and other than amendments to any Letter of Credit in violation of Section 8.05 to provide for an Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or any reduction such participation or termination of payment exceeding such Lender’s Commitments or the Aggregate Commitments or the Revolving CommitmentsFacility Sublimit by reason of currency fluctuations, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately On the Closing Date with respect to each Existing Letter of Credit and upon the issuance of each any other Letter of Credit (or an amendment to upon a Letter of Credit increasing the amount thereof) and Person becoming a Lender hereunder), in each case without any further action on the part of the Issuing Bank that is the issuer thereof Lenders or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed Lender hereby grants to have sold each Lender, and each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such type of Letter of Credit (Financial Letter of Credit or Performance Letter of Credit). In consideration and in furtherance of the foregoing, each Revolving such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing BankLender, such Revolving Lender’s Applicable Percentage (calculated in accordance with the Commitments in respect of the applicable type of Letter of Credit) of each LC Disbursement made by such the applicable Issuing Bank Lender and not reimbursed for any reason by the Revolving Borrowers Company on the date due as provided in paragraph (f) of this Section 2.042.09 hereof, or of any reimbursement payment required to be refunded to the Revolving Borrowers Company for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations and make payments pursuant to this paragraph in respect of Letters each Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension whatsoever (other than the issuance of any Letter of Credit or in excess of the amounts described in Section 2.07(a) as of the date of issuance and other than amendments to any Letter of Credit in violation of Section 8.05 to provide for an Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or any reduction such participation or termination of payment exceeding such Lender’s Commitments or the Aggregate Commitments or the Revolving CommitmentsFacility Sublimit by reason of currency fluctuations, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Revolving Borrowers for any reasonCredit Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and by an L/C Issuer under Section 2.03(b), such L/C Issuer shall be deemed, without any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersby any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased and from such L/C Issuer, without recourse or warranty (regardless of whether the applicable Issuing Bank conditions set forth in Article IV shall be deemed to have sold been satisfied) a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage of the aggregate amount of such Letter of Credit available to be drawn under drawn, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC L/C Disbursement made by such Issuing Bank L/C Issuer and not reimbursed by the Revolving Borrowers forthwith on the date due as provided in paragraph Section 2.03(c) (for which has been so reimbursed but must be returned or restored by the applicable L/C Issuer because of the occurrence of an event specified in Section 8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the applicable L/C Issuer by deposit to the Administrative Agent’s account, in same day funds, an amount equal to such Lender’s Applicable Percentage of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(e) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of an L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of an L/C Issuer on any Business Day, such amount so paid in respect of principal shall constitute an L/C Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of an L/C Advance made by an L/C Issuer shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Concurrently with the issuance of each Letter of Credit (or an amendment to a Letter or, in the case of Credit increasing the amount thereof) and without any further action Existing Letters of Credit, on the part of Closing Date), the applicable Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased sold and the applicable Issuing Bank transferred to each other Revolving Lender, and each other Revolving Lender shall be deemed irrevocably and unconditionally to have sold a participation purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such other Revolving Lender’s Percentage, in such Letter of Credit (or, if applicable, all Existing Letters of Credit) and the Company’s reimbursement obligations with respect thereto. Each Revolving Lender agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Company (or applicable Subsidiary) in accordance with the terms of this Agreement (or in the event that any reimbursement received by the applicable Issuing Lender shall be required to be returned by it at any time), such Revolving Lender shall pay to the Administrative Agent for the account of such Issuing Lender upon demand an amount equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Creditthat is not so reimbursed (or is so returned). In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Each Revolving Lender’s Applicable Percentage of each LC Disbursement made by obligation to pay such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to amount shall be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Issuing Lender, the Company or any other Person for any reason whatsoever, including (ii) the occurrence or continuance of a Unmatured Event of Default or Event of Default or the failure to satisfy any amendment of the other conditions specified in Section 11, (iii) any adverse change in the condition (financial or extension otherwise) of the Company or its Subsidiaries, (iv) any breach of this Agreement or any other Loan Document by the Company, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Issuing Lender hereby agrees, upon request of the Administrative Agent or any Revolving Lender, to deliver to such Revolving Lender a list of all outstanding Letters of Credit, together with such information related thereto as such Revolving Lender may reasonably request. If any amount required to be paid by any Revolving Lender to an Issuing Lender pursuant to this Section 2.3.2 in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit or is paid to such Issuing Lender within three Business Days after the occurrence date such payment is due, such Revolving Lender shall pay to such Issuing Lender on demand an amount equal to the product of (i) the Dollar Equivalent of such amount, times (ii) the daily average Federal Funds Rate during the period from and continuance including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of a Default or which is the number of days that elapse during such period and the denominator of which is 360. If any reduction or termination of the Revolving Commitments, and that each payment such amount required to be paid by any Revolving Lender pursuant to this Section 2.3.2 is not made available to such Issuing Lender by it under such Revolving Lender within three Business Days after the preceding sentence date such payment is due, such Issuing Lender shall be made without entitled to recover from such Revolving Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans that are Revolving Loans. A certificate of an Issuing Lender submitted to any offset, abatement, withholding or reduction whatsoeverapplicable Revolving Lender with respect to any amounts owing under this Section 2.3.2 shall be conclusive in the absence of manifest error.

Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the First Lien Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower on the date due as provided in paragraph (f) of this Section 2.042.05, or of any reimbursement payment required to be refunded to the Revolving Borrowers Borrower for any reason. All fundings of such participations shall be denominated in Dollars. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is the issuer thereof under Section 2.03(a) or the Lendersdeemed issuance of the Existing Letter of Credit under Section 2.01(e), each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.04(d) (for which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire and pay for participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately The Issuing Bank shall be deemed, without further action by any party hereto, (i) with respect to Letters of Credit issued pursuant to Section 2.01(c) hereof, upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is and (ii) with respect to the issuer thereof or Existing Letters of Credit, on the LendersAmendment No. 5 Effective Date, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed deemed, without further action by any party hereto, to have purchased and from the applicable Issuing Bank shall be deemed to have sold Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC Disbursement Letter of Credit Advance made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.04(c) (for which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds and in U.S. dollars, an amount equal to such Lender’s Pro Rata Share of such Letter of Credit Advance. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Letter of Credit Advance is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) on demand by the Administrative Agent by making available for the account of this Section 2.04its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, or in same day funds, an amount equal to such Revolving Credit Lender’s Pro Rata Share of any reimbursement payment required such L/C Disbursement. The Administrative Agent will promptly thereafter cause like funds to be refunded distributed to the Revolving Borrowers applicable Issuing Bank for any reasonthe account of its Applicable Lending Office. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Credit Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever.. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Revolving Credit Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. Alliance Resource Third Amended and Restated Credit Agreement

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing by any Issuing Bank under Section 2.03(a) or the amount thereof) and without any further action on the part deemed issuance of the Issuing Bank that is the issuer thereof or the LendersExisting Letter of Credit under Section 2.01(d), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such any Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the relevant Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of any Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof under Section 2.03(a) or the Lendersdeemed issuance of any Existing Letter of Credit under Section 2.01(c), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such any Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.04(c) (for which has been so reimbursed but must be returned or restored by such Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Xxxxxx’x Restaurants Credit Agreement Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire and pay for participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to pay, upon request by the Administrative Agent, for the account of Agent such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Credit Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, or in same day funds and on the day specified in such request, an amount equal to such Lender’s Pro Rata Share of any reimbursement payment required such L/C Disbursement. Such request shall be deemed to be refunded a Notice of Borrowing for purposes hereof and shall be made in accordance with the provisions of Section 2.03(a) (except that the Borrower shall not be deemed to the Revolving Borrowers for have made any reasonrepresentations and warranties). Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving US Borrowers or the Foreign Borrower forthwith on the date due as provided in paragraph Section 2.04(d) (for which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds in the Applicable Currency, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a bankruptcy or similar proceeding or any other Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent in the Applicable Currency, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount in the Applicable Currency together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent (i) in the case of Letters of Credit denominated in Dollars, at the Federal Funds Rate and (ii) in the case of Letters of Credit denominated in a Foreign Currency, at the Administrative Agent’s average cost of carrying such amount, in such case for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon On each day during the period ----------------------------------- commencing with the issuance by the Issuing Lender of each any Letter of Credit (or an amendment to a and until such Letter of Credit increasing shall have expired or been terminated, the amount thereof) and without any further action on the part Revolving Credit Commitment of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Credit Lender shall be deemed to have purchased and be utilized for all purposes of this Agreement in an amount equal to such Lender's Revolving Credit Commitment Percentage of the applicable then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender (other than the Issuing Bank Lender) agrees that, upon the issuance of any Letter of Credit hereunder, it shall be deemed to have sold automatically acquire a participation in the Issuing Lender's liability under such Letter of Credit in an amount equal to such Lender's Revolving Credit Commitment Percentage of such liability, and each Revolving Credit Lender (other than the Issuing Lender’s Applicable ) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Lender to pay and discharge when due, its Revolving Credit Commitment Percentage of the aggregate amount available to be drawn Issuing Lender's liability under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such any Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.04(c) (for which has been so reimbursed but must be returned or restored by such Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire and pay for participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each a Revolving Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Revolving Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each such Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Canadian Lender, in the case of a Canadian Letter of Credit, or each US Revolving Credit Lender, in the case of a US Revolving Letter of Credit, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each US Revolving Credit Lender hereby absolutely and unconditionally agrees to pay (or, in the case of a Canadian Letter of Credit, to the Administrative Agent, for the account cause one of its Canadian Affiliates to pay) such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such Revolving Issuing Bank and not reimbursed by the Revolving Borrowers applicable Borrower forthwith on the date due as provided in paragraph (fSection 2.04(e) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any US Revolving Credit Lender (or, in the case of a Canadian Letter of Credit, any of its Canadian Affiliates) shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such US Revolving Credit Lender agrees to pay (or, in the case of a Canadian Letter of Credit, to cause one of its Canadian Affiliates to pay) to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing by the amount thereof) and L/C Issuer under Section 2.03(b), the L/C Issuer shall be deemed, without any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersby any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed deemed, without further action by any party hereto, to have purchased and from the applicable Issuing Bank shall be deemed to have sold L/C Issuer, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage of the aggregate amount of such Letter of Credit available to be drawn under drawn, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC L/C Disbursement made by such Issuing Bank the L/C Issuer and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.03(c) (for which has been so reimbursed but must be returned or restored by the L/C Issuer because of the occurrence of an event specified in Section 8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the L/C Issuer by deposit to the Administrative Agent’s account, in same day funds, an amount equal to such Lender’s Applicable Percentage of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(e) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of the L/C Issuer on any Business Day, such amount so paid in respect of principal shall constitute an L/C Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of an L/C Advance made by the L/C Issuer shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately On each day during the period commencing with the issuance by any Issuing Lender of any Letter of Credit of any Class Credit Agreement and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender's Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of each any Revolving Credit Letter of Credit (or an amendment to a Incremental Facility Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lendershereunder, each Revolving Lender as applicable, it shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold automatically acquire a participation in such Issuing Lender's liability under such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Xxxxxx's Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the aggregate amount available relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to be drawn such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender's liability under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Credit Lender shall be deemed to have purchased deemed, without further action by any party hereto, to, and the applicable hereby absolutely, irrevocably and unconditionally agrees to, purchase from such Issuing Bank shall be deemed to have sold Bank, for its own account and risk, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to the product of such Revolving Lender’s Applicable Percentage Pro Rata Share times the Available Amount of such Letter of Credit, effective upon the aggregate amount available to be drawn under issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely absolutely, irrevocably and unconditionally agrees to pay to the Administrative Agent, for the account product of such Issuing Bank, such Revolving Lender’s Applicable Percentage of Pro Rata Share times each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(f) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the product of such Lender’s Pro Rata Share times such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute absolute, irrevocable and unconditional and unconditional, is intended to induce each Issuing Bank to issue Letters of Credit hereunder, shall not be affected by any circumstance whatsoever, including (A) any amendment set-off, abatement, counterclaim, recoupment, defense or extension other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever, (B) the non-satisfaction of any Letter the conditions set forth in Section 2.02(a) or Article III or the termination of Credit or the Commitments, (C) the occurrence and continuance of a Default Default, and (D) any other occurrence, event or condition, whether or not similar to any reduction or termination of the Revolving Commitmentsforegoing, and that each payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(f) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the applicable Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately Each Lender shall participate on a pro rata basis in the Letters of Credit issued by the Administrative Agent, which participation shall automatically arise upon the issuance of each Letter of Credit (or an amendment Credit. Each Lender unconditionally agrees that in the event the Company fails to a Letter of Credit increasing pay the amount thereofAdministrative Agent any Reimbursement Obligation at the time required by Section 1.4(d) and without any further action on the part of the Issuing Bank hereof, then in that is the issuer thereof or the Lenders, each Revolving event such Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent such Lender's pro rata share of such unpaid Reimbursement Obligation based on the percentage which its Revolving Credit Commitment bears to the aggregate of the Revolving Credit Commitments and in return such Lender shall automatically receive an equivalent percentage participation in each payment received in respect of the relevant Reimbursement Obligation, together with interest thereon as provided for herein. The obligations of the Lenders to the Administrative Agent under this subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against the Company, the Administrative Agent, any other Lender or any other party whatsoever. In the event that any Lender fails to honor its obligation to reimburse the Administrative Agent for its pro rata share of the amount of any such draft, then in that event (i) each other Lender shall pay its pro rata share of the payment due the Administrative Agent from the defaulting Lender (provided no Lender 6 shall be required under this Section to make such payment to the extent the amount so paid by such Lender, when taken together with such Lender's share of the Loans and credit risk on Letters of Credit, would exceed its Revolving Credit Commitment), (ii) the defaulting Lender shall have no right to participate in any recoveries from the Company in respect of such draft and (iii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of this Agreement or any of the other Loan Documents shall first be applied to reimbursing the Lenders for their respective pro rata shares of the defaulting Lender's portion of the draft, together with interest thereon as provided for herein. Upon reimbursement to the other Lenders (pursuant to clause (iii) above or otherwise) of the amount advanced by them to the Administrative Agent in respect of the defaulting Lender's share of the draft together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Administrative Agent's right of recovery against the Company in respect of the draft paid by the Administrative Agent. The L/C Issuance Fee and L/C Administration Fee shall be solely for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional Administrative Agent and shall not be affected shared by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoeverother Lenders.

Participations in Letters of Credit. Immediately upon Upon the issuance of each a Revolving Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Revolving Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each such Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Canadian Lender, in the case of a Canadian Letter of Credit, or each US Revolving Credit Lender, in the case of a US Revolving Letter of Credit, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each US Revolving Credit Lender hereby absolutely and unconditionally agrees to pay (or, in the case of a Canadian Letter of Credit, to the Administrative Agent, for the account cause one of its Canadian Affiliates to pay) such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such Revolving Issuing Bank and not reimbursed by the Revolving Borrowers applicable Borrower forthwith on the date due as provided in paragraph (fSection 2.04(e) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any US Revolving Credit Lender (or, in the case of a Canadian Letter of Credit, any of its Canadian Affiliates) shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such US Revolving Credit Lender agrees to pay (or, in the case of a Canadian Letter of Credit, to cause one of its Canadian Affiliates to pay) to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder 1)a)i), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) on demand by the Administrative Agent by making available for the account of this Section 2.04its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, or in same day funds, an amount equal to such Revolving Credit Lender’s Pro Rata Share of any reimbursement payment required such L/C Disbursement. The Administrative Agent will promptly thereafter cause like funds to be refunded distributed to the Revolving Borrowers applicable Issuing Bank for any reasonthe Fifth Amended and Restated Credit Agreement account of its Applicable Lending Office. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Credit Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Revolving Credit Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Concurrently with the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of Credit, the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have sold and transferred to each Lender, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the applicable Issuing Bank Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and the Borrowers’ reimbursement obligations with respect thereto. If the Borrowers do not pay any reimbursement obligation when due, the Company shall be deemed to have sold immediately requested that the Lenders make a participation Revolving Loan which is a Base Rate Loan in such Letter of Credit a principal amount equal to such Revolving Lender’s Applicable Percentage reimbursement obligations. The Agent shall promptly notify such Lenders of such deemed request and, without the aggregate amount necessity of compliance with the requirements of Section 2.2.2 and Section 12.2 or otherwise such Lender shall make available to the Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be drawn under such Letter of Credit. In consideration and in furtherance of paid over by the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay Agent to the Administrative Agent, Issuing Lender for the account of the Company in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Bank, such Revolving Lender’s Applicable Percentage “participation” therein. The Issuing Lender hereby agrees, upon request of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04Agent or any Lender, or of any reimbursement payment required to be refunded deliver to the Revolving Borrowers for any reason. Each Revolving Agent or such Lender acknowledges and agrees that its acquisition a list of participations pursuant to this paragraph in respect of all outstanding Letters of Credit is absolute and unconditional and shall not be affected issued by any circumstance whatsoeverthe Issuing Lender, including any amendment together with such information related thereto as the Agent or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoeversuch Lender may reasonably request.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing by any Issuing Bank under Section 2.03(a) or the amount thereof) and without any further action on the part deemed issuance of the Issuing Bank that is the issuer thereof or the LendersExisting Letter of Credit under Section 2.01(e), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank Bank, if such L/C Disbursement is not repaid with Revolving Credit Advances pursuant to Section 2.03(d)(ii) and if such L/C Disbursement is not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (f) Section 2.04(e), by making available on such due date for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Credit Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Credit Lender shall be deemed to have purchased deemed, without further action by any party hereto, to, and the applicable hereby absolutely, irrevocably and unconditionally agrees to, purchase from such Issuing Bank shall be deemed to have sold Bank, for its own account and risk, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to the product of such Revolving Lender’s Applicable Percentage Pro Rata Share times the Available Amount of such Letter of Credit, effective upon the aggregate amount available to be drawn under issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely absolutely, irrevocably and unconditionally agrees to pay to the Administrative Agent, for the account product of such Issuing Bank, such Revolving Lender’s Applicable Percentage of Pro Rata Share times each LC L/C Disbursement made by 45 such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(e) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the product of such Lender’s Pro Rata Share times such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute absolute, irrevocable and unconditional and unconditional, is intended to induce each Issuing Bank to issue Letters of Credit hereunder, shall not be affected by any circumstance whatsoever, including (a) any amendment set-off, abatement, counterclaim, recoupment, defense or extension other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever, (b) the non-satisfaction of any Letter the conditions set forth in Section 2.02(a) or Article III or the termination of Credit or the Commitments, (c) the occurrence and continuance of a Default Default, and (d) any other occurrence, event or condition, whether or not similar to any reduction or termination of the Revolving Commitmentsforegoing, and that each payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the applicable Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and by an L/C Issuer under Section 2.03(b), such L/C Issuer shall be deemed, without any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersby any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased and from such L/C Issuer, without recourse or warranty (regardless of whether the applicable Issuing Bank conditions set forth in Article IV shall be deemed to have sold been satisfied) a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage of the aggregate amount of such Letter of Credit available to be drawn under drawn, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC L/C Disbursement made by such Issuing Bank L/C Issuer and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.03(c) (for which has been so reimbursed but must be returned or restored by the applicable L/C Issuer because of the occurrence of an event specified in Section 8.01(f) or otherwise) (an “Unreimbursed Amount”) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the applicable L/C Issuer by deposit to the Administrative Agent’s account, in same day funds, an amount equal to such Lender’s Applicable Percentage of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(e) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.03(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of an L/C Issuer. If such Lender shall pay to the Administrative Agent such amount for the account of an L/C Issuer on any Business Day, such amount so paid in respect of principal shall constitute an L/C Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of an L/C Advance made by an L/C Issuer shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each any Letter of Credit (or an amendment to upon a Letter of Credit increasing the amount thereof) and Person becoming a Lender hereunder), in each case without any further action on the part of the Issuing Bank that is the issuer thereof Lenders or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed Lender hereby grants to have sold each Lender, and each Lender hereby acquires from the applicable Issuing Lender, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the applicable Issuing BankLender, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such the applicable Issuing Bank Lender and not reimbursed for any reason by the Revolving Borrowers Applicant Party on the date due as provided in paragraph (f) of this Section 2.042.09 hereof, or of any reimbursement payment required to be refunded to the Revolving Borrowers Applicant Party for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations and make payments pursuant to this paragraph in respect of Letters each Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension whatsoever (other than the issuance of any Letter of Credit or in excess of the amounts described in Section 2.07(a) as of the date of issuance and other than amendments to any Letter of Credit in violation of Section 8.05 to provide for an Expiration Date subsequent to the Maturity Date), including the occurrence and continuance of a Default or any reduction such participation or termination payment exceeding such Lender’s Commitments or the Aggregate Commitments by reason of the Revolving Commitmentscurrency fluctuations, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon (a) Upon the issuance of each Revolving Letter of Credit (or an amendment to a increase in the Stated Amount of any Revolving Letter of Credit increasing the amount thereof) Credit), and without any further action on the part of the Issuing Bank that is the issuer thereof applicable Revolving LC Issuer or the Lenders, such Revolving LC Issuer hereby grants to each Lender with a Commitment to make Revolving Loans, and each such Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold hereby acquires from such Revolving LC Issuer, a participation in such Revolving Letter of Credit (or increase) equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under Stated Amount of such Revolving Letter of CreditCredit (or increase), effective upon the issuance of such Revolving Letter of Credit (or the effectiveness of such increase) (each, a “Revolving Letter of Credit Participation Obligation”). In consideration and in furtherance of the foregoing, each Lender with a Commitment to make Revolving Lender Loans hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bankthe applicable Revolving LC Issuer, such Revolving Lender’s Applicable Percentage of each LC Disbursement in respect of Revolving Letters of Credit made by such Issuing Bank and not reimbursed by the Revolving Borrowers LC Issuer on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason2.5.2. Each Lender with a Commitment to make Revolving Lender Loans acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination an Event of the Revolving CommitmentsDefault, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever. The provisions of this Section 2.5.1 shall survive any termination of this Agreement.

Participations in Letters of Credit. Immediately On each day during the period commencing with the issuance by any Issuing Lender of any Letter of Credit of any Class and until such Letter of Credit shall have expired or been terminated, the Revolving Credit Commitment of each Revolving Credit Lender (or, as applicable, the Incremental Facility Revolving Credit Commitment of each Incremental Facility Revolving Credit Lender) shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Letter of Credit Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Revolving Credit Lender and each Incremental Facility Revolving Credit Lender (other than the relevant Issuing Lender) agrees that, upon the issuance of each any Revolving Credit Letter of Credit (or an amendment to a Incremental Facility Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lendershereunder, each Revolving Lender as applicable, it shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold automatically acquire a participation in such Issuing Lender’s liability under such Letter of Credit in an amount equal to such Revolving Lender’s Applicable Letter of Credit Commitment Percentage of such liability, and each such Lender (other than the aggregate amount available relevant Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to be drawn such Issuing Lender to pay and discharge when due, its Letter of Credit Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit. In consideration and in furtherance Table of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.Contents

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.16(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (f) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.16(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever.. Each such purchase and advance by each Revolving Credit Lender shall constitute a Revolving Advance. The Borrower hereby agrees to each such sale and

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is the issuer thereof under Section 2.03(a) or the Lendersdeemed issuance of the Existing Letters of Credit under Section 2.01(d), each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.04(d) (for which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) of this Section 2.04, or of any reimbursement payment required to be refunded otherwise) by depositing to the Revolving Borrowers Administrative Agent’s Account for any reasonthe account of the Issuing Bank, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire and pay for participations pursuant to this paragraph Section 2.03(b) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a L/C Credit Extension made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the L/C Credit Extension made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance occurrence of an Event of Default, each Fronting Letter of Credit (or an amendment Lenders shall give notice to a the Administrative Agent requiring that the Lenders participate in all Letters of Credit outstanding. Such notice shall specify the aggregate Face Amount of Letters of Credit Outstanding to such Fronting Letter of Credit increasing Lender in which Lenders will participate. Promptly upon receipt of such notice, the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer Administrative Agent shall give notice thereof or the Lendersto each Lender, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation specifying in such Letter of Credit equal to notice such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter Face Amount. Each Lender shall upon receipt of Credit. In consideration and in furtherance of the foregoingnotice as provided above, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bankthe applicable Fronting Letter of Credit Lender, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the Face Amount of such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) Letters of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reasonCredit. Each Revolving Lender acknowledges and agrees that its acquisition obligation to acquire participations in Letters of participations Credit pursuant to this paragraph in respect of Letters of Credit Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this Section by wire transfer of immediately available funds, and the Administrative Agent shall promptly pay to the applicable Fronting Letter of Credit Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Letters of Credit acquired pursuant to this Section and thereafter payments in respect of such Letters of Credit shall be made to the Administrative Agent and not to the applicable Fronting Letter of Credit Lender. Any amounts received by the Fronting Letter of Credit Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Letter of Credit after receipt by the applicable Fronting Letter of Credit Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this Section, as their interests may appear. The purchase of participations in a Letter of Credit pursuant to this Section shall not relieve the Borrower of any default in the payment or reimbursement thereof. Each Fronting Letter of Credit Lender shall, with respect to any Letter of Credit issued by it, upon the date on which any final and non-appealable order, judgment or other such determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining such Fronting Letter of Credit Lender from paying under such Letter of Credit, pay to the Administrative Agent, for the account of the applicable Lenders, an amount equal to the aggregate of (y) the difference between the amount paid to such Fronting Letter of Credit Lender pursuant to this Section and the amounts paid by such Fronting Letter of Credit Lender under such Letter of Credit, and (z) interest on such amount, if any, determined at such Fronting Letter of Credit Lender’s applicable wholesale deposit rate for the relevant currency. Each Fronting Letter of Credit Lender shall, with respect to any Letter of Credit issued by it, upon the earlier of (i) the date on which either (y) the original counterpart of such Letter of Credit is returned to such Fronting Letter of Credit Lender for cancellation, or (z) such Fronting Letter of Credit Lender is released by the Beneficiary from any further obligations in respect thereof; and (ii) the expiry (to the extent permitted by Law) of such Letter of Credit, pay to the Administrative Agent, for the account of the applicable Lenders, an amount equal to the aggregate of (y) the difference between the amount paid to such Fronting Letter of Credit Lender pursuant to this Section and the amounts paid by such Fronting Letter of Credit Lender under such Letter of Credit, and (z) interest on such amount, if any, determined at such Fronting Letter of Credit Lender’s applicable wholesale deposit rate for the relevant currency.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit A Lender, and each Revolving Credit A Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit A Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Company forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit A Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit A Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit A Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetset-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.08(b) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative CERC 5-Year Revolving Credit Agreement Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.08(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Subject to the proviso at the end of this sentence, concurrently with the issuance of each Parent Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of Credit, the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have sold and transferred to each Permanent Lender with a Parent Revolving Commitment, and each such Permanent Lender shall be deemed irrevocably and unconditionally to have purchased and received from the applicable Issuing Bank Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Parent Letter of Credit and the Parent’s reimbursement obligations with respect thereto; provided, that, with respect to the Initial Letters of Credit, (i) no such sale, transfer, purchase or receipt shall be deemed to have occurred unless and until the Permanent Loan Commencement Date occurs and (ii) effective as of the Permanent Loan Commencement Date such sale, transfer, purchase and receipt shall automatically and without further action be deemed to have taken place with respect to the Initial Letters of Credit. Concurrently with the issuance of each German Letter of Credit, the Issuing Lender shall be deemed to have sold and transferred to each Permanent Lender with a participation German Revolving Commitment, and each such Permanent Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such German Letter of Credit and the applicable German Opco’s reimbursement obligations with respect thereto. Subject to the proviso at the end of this sentence, if the Parent (in the case of Parent Letters of Credit) or the applicable German Opco (in the case of German Letters of Credit requested by such applicable German Opco) does not pay any reimbursement obligation when due, the Parent (in the case of Parent Letters of Credit) or the applicable German Opco (in the case of German Letters of Credit requested by such applicable German Opco) shall be deemed to have immediately requested that the Lenders make a Parent Revolving Loan (in the case of a reimbursement obligation of the Parent in connection with a Parent Letter of Credit) or a German Revolving Loan to the applicable German Opco (in the case of a reimbursement obligation of such German Opco in connection with a German Letter of Credit requested by such German Opco) which is a Base Rate Loan made in Dollars and in a principal amount in the then Dollar Equivalent (as of the most recent Revaluation Date if the applicable drawing was in Euros) equal to such Revolving Lender’s Applicable Percentage reimbursement obligations; provided, that, (i) the foregoing provisions of this sentence shall not apply to the Initial Letters of Credit unless and until the Permanent Loan Commencement Date occurs and (ii) effective as of the aggregate amount available Permanent Loan Commencement Date such provisions shall automatically and without further action be deemed to be drawn under such Letter apply to the Initial Letters of Credit. In consideration The Administrative Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise (and in furtherance of without regard to whether the foregoing, applicable Revolving Commitment then exists) each Revolving Lender hereby absolutely and unconditionally agrees to pay shall make available to the Administrative AgentAgent its Pro Rata Share of such Loan (to the extent such Loan is not actually made, such reimbursement obligations shall survive, regardless of the reason such Loan is not actually made). The proceeds of such Loan shall be paid over by the Administrative Agent to the Issuing Lender for the account of the applicable Borrower in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Bank, such Revolving Lender’s Applicable Percentage “participation” therein. The Issuing Lender hereby agrees, upon request of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04Administrative Agent or any Permanent Lender, or of any reimbursement payment required to be refunded deliver to the Revolving Borrowers for any reason. Each Revolving Administrative Agent or such Lender acknowledges and agrees that its acquisition a list of participations pursuant to this paragraph in respect of all outstanding Letters of Credit is absolute and unconditional and shall not be affected issued by any circumstance whatsoeverthe Issuing Lender, including any amendment together with such information related thereto as the Administrative Agent or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoeversuch Lender may reasonably request.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d)(i) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent for the account of the Issuing Bank, such Revolving Credit Lender agrees to pay to the Administrative Agent for the account of the Issuing Bank forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Concurrently with the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of Credit, the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have sold and transferred to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from the applicable Issuing Bank Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and Borrower’s reimbursement obligations with respect thereto. (For purposes of clarification, to the extent the Issuing Lender is also a Revolving Credit Lender, Letters of Credit issued by the Issuing Lender shall not be included in the calculation of such Revolving Credit Lender’s Commitment Percentage of the Revolving Credit Commitment (other than any participation obligations as a Revolving Credit Lender).) If Borrower does not pay any reimbursement obligation when due, Borrower shall be deemed to have sold immediately requested that the Revolving Credit Lenders make a participation Revolving Loan which is a Base Rate Loan in such Letter of Credit a principal amount equal to such reimbursement obligations. Administrative Agent shall promptly notify such Revolving Lender’s Applicable Percentage Credit Lenders of such deemed request and, without the aggregate amount necessity of compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise such Lender shall make available to Administrative Agent its Pro Rata Share of such Revolving Loan. The proceeds of such Revolving Loan shall be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay paid over by Administrative Agent to the Administrative Agent, Issuing Lender for the account of Borrower in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing BankLender’s “participation” therein. The Issuing Lender hereby agrees, upon request of Administrative Agent or any Revolving Credit Lender, to deliver to Administrative Agent or such Revolving Lender’s Applicable Percentage Credit Lender a list of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of all outstanding Letters of Credit is absolute and unconditional and shall not be affected issued by any circumstance whatsoeverthe Issuing Lender, including any amendment together with such information related thereto as Administrative Agent or extension of any Letter of such Revolving Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoeverLender may reasonably request.

Participations in Letters of Credit. Immediately Each Lender shall participate on a pro rata basis (based on the proportion which the relevant Lender's Revolving Loan Commitment bears to the aggregate amount of Revolving Loan Commitments) in the Letters of Credit, and the guaranty obligations arising in connection therewith, and in any deemed Advance made under Section 2.4(a) above, which participation shall arise on the date of this Agreement with respect to all outstanding letters of credit guaranteed by HBLI under the Original Loan Agreement and listed on Exhibit C and which participation shall automatically arise with respect to each Letter of Credit issued after the date of this Agreement upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration Each Lender unconditionally agrees that in the event an Advance is deemed to be made to Debtor under the terms of Section 2.4(a) above, then in that event such Lender shall pay to Agent such Lender's pro rata share of such Advance (on the next Settlement Date or, if sooner required by Agent, by 1:00 p.m. (Chicago time) upon Agent's demand if such demand is given to such Lender by 11:00 a.m. (Chicago time) on any Business Day or, if such demand is given after 11:00 a.m. (Chicago time) on any Business Day, by 1:00 p.m. (Chicago time) on the next Business Day), without regard to the conditions for an Advance set forth in Section 2.1, and in furtherance of the foregoing, return such Lender shall automatically receive an equivalent percentage participation in each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers on the date due as provided in paragraph (f) of this Section 2.04, or of any reimbursement payment required to be refunded to the Revolving Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph received in respect of Letters the relevant Advance, together with interest thereon as provided for herein. The obligations of Lenders to Agent under this subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except to the extent Debtor is relieved from its obligation to reimburse Agent for a drawing under a Letter of Credit is absolute and unconditional because of Agent's gross negligence or willful misconduct) and shall not be affected by subject to any circumstance set-off, counterclaim or defense to payment which any Lender may have or have had against Debtor, Agent, any other Lender or any other party whatsoever, including . In the event that any amendment or extension Lender fails to honor its obligation to reimburse Agent for its pro rata share of the amount of any Letter such draft, then in that event (i) the defaulting Lender shall have no right to participate in any recoveries from Debtor in respect of Credit or such Advance and (ii) all amounts to which the occurrence and continuance defaulting Lender would otherwise be entitled under the terms of a Default this Agreement or any reduction or termination other Transaction Document shall first be applied to reimbursing Agent for the defaulting Lender's portion of the Revolving CommitmentsAdvance, and that each payment required together with interest thereon as provided for herein. Upon reimbursement to Agent (pursuant to clause (ii) above or otherwise) of the amount advanced in respect of the defaulting Lender's share of the Advance together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in Agent's right of recovery against Debtor in respect of the Advance made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoeverAgent.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to pay, upon one Business Day following the Administrative Agent, for issuance of written notice by the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(c) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent its Pro Rata Share of the amount of such L/C Disbursement, plus any applicable interest, for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(e) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever.. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day. Payments by Revolving Credit Lenders under this Section 2.03(c) shall be made in the same currency as that of the applicable Letter of Credit, unless the Issuing Bank or the Administrative Agent shall have requested reimbursement thereof in the Equivalent in Dollars of such amount. Pregis Credit Agreement

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(d) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetset-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(c) on demand by the Paying Agent by making available for the account of this Section 2.04its Applicable Lending Office to the Paying Agent for the account of such Issuing Bank by deposit to the Paying Agent's Account, or in same day funds, an amount equal to such Lender's Pro Rata Share of any reimbursement payment required such L/C Disbursement. The Paying Agent will promptly thereafter cause like funds to be refunded distributed to the Revolving Borrowers applicable Issuing Bank for any reasonthe account of its Applicable Lending Office. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Paying Agent, such Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Paying Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Paying Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof under Section 2.03(a) or the Lendersdeemed issuance of each Existing Letter of Credit under Section 2.01(c), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank Bank, if such L/C Disbursement is not repaid with Revolving Credit Advances pursuant to Section 2.03(d)(ii) and if such L/C Disbursement is not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (f) Section 2.04(c), by making available on such due date for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(c) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent its Pro Rata Share of the amount of such L/C Disbursement, plus any applicable interest, for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage 's Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage 's Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(e) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent's Account, in same day funds, an amount equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without by any further action on the part of the Issuing Bank that is the issuer thereof or the Lendersunder Section 2.03(a), each Revolving Lender shall be deemed to have purchased and the applicable such Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit in an amount for each Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph (fSection 2.04(c) on demand by the Paying Agent by making available for the account of this Section 2.04its Applicable Lending Office to the Paying Agent for the account of such Issuing Bank by deposit to the Paying Agent’s Account, or in same day funds, an amount equal to such Lender’s Pro Rata Share of any reimbursement payment required such L/C Disbursement. The Paying Agent will promptly thereafter cause like funds to be refunded distributed to the Revolving Borrowers applicable Issuing Bank for any reasonthe account of its Applicable Lending Office. Each Revolving Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Lender shall not have so made the amount of such L/C Disbursement available to the Paying Agent, such Lender agrees to pay to the Paying Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Paying Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Paying Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon Upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of by the Issuing Bank that is under Section 2.03(a), the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Revolving Borrowers Borrower forthwith on the date due as provided in paragraph Section 2.04(c) (for which has been so reimbursed but must be returned or restored by the Issuing Bank because of the occurrence of an event specified in Section 6.01(f) or otherwise) by making available for the account of this Section 2.04, or of any reimbursement payment required to be refunded its Applicable Lending Office to the Revolving Borrowers Administrative Agent for any reasonthe account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. Each Revolving Credit Lender acknowledges and agrees that its acquisition of obligation to acquire and pay for participations pursuant to this paragraph Section 2.03(b) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction an Event of Default or the termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offsetoff-set, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Immediately upon By the issuance of each a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) or Letter of Credit Participation Agreement (or an amendment to a Letter of Credit Participation Agreement increasing the amount thereunder) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, the Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender shall be deemed to have purchased and hereby acquires from the applicable Issuing Bank shall be deemed to have sold Bank, a participation in such Letter of Credit or Letter of Credit Participation Agreement equal to such Revolving Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under such Letter of CreditCredit or payable in respect of such Letter of Credit Participation Agreement. In consideration and in furtherance of the foregoing, each Revolving such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such the Issuing Bank, such Revolving Lender’s Applicable Percentage Pro Rata Share of each LC L/C Disbursement made by such the Issuing Bank and not reimbursed by the Borrower, up to an amount not to exceed such Lender’s Revolving Borrowers Credit Commitment, on the date due as provided in paragraph (fd) of this Section 2.042.03, or of any reimbursement payment required to be refunded to the Revolving Borrowers Borrower for any reason. Each Revolving such Lender acknowledges and agrees that its acquisition of obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit and Letter of Credit Participation Agreements is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment amendment, renewal or extension of any Letter of Credit or Letter of Credit Participation Agreement or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, each Revolving Lender shall be deemed to have purchased and the applicable Issuing Bank shall be deemed to have sold a participation in such Letter of Credit on a pro rata basis equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the First Lien Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolving Borrowers Borrower on the date due as provided in paragraph (f) of this Section 2.042.05, or of any reimbursement payment required to be refunded to the Revolving Borrowers Borrower for any reason. All fundings of such participations shall be denominated in Dollars. Each Revolving Lender acknowledges and agrees that its acquisition of participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.