Existing Letters of Credit. On the Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto, to have granted to each of the Lenders, and each Lender shall be deemed, without further action by any party hereto, to have acquired from such Issuing Bank, a participation (on the terms specified in this [Section 2.04]) in each Existing Letter of Credit equal to such Lender’s Applicable Percentage thereof. Concurrently with such sale of participations, the participations granted pursuant to the terms of each Existing Credit Agreement to the lenders party thereto shall be automatically cancelled without further action by any of the parties hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letters of Credit pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect of such participations shall be made without any offset, abatement, withholding or reduction whatsoever.

On the Effective Date, without further action by any party hereto # each Existing Letter of theCredit shall be deemed to be a Letter of Credit issued hereunder on such date and # each issuer of an Existing LettersLetter of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto, to have granted to each of the Lenders,Lender, and each Lender shall be deemed, without further action by any party hereto,deemed to have acquired from such Issuing Bank,each issuer of an Existing Letter of Credit, a participation (on the terms specified in this [Section 2.04]) in each Existing Letter of Credit equal to such Lender’s Applicable Percentage thereof. Concurrentlyin accordance with such sale of participations, the participations granted pursuant to the terms of each Existing Credit Agreement to the lenders party thereto shall be automatically cancelled without further action by any of the parties hereto. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letters of Credit pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect of such participations shall be made without any offset, abatement, withholding or reduction whatsoever.[Section 2.18(a)].

Participations. By the issuance of Credit. On the Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by(or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the applicable Issuing Bank, andL/C Issuer or the Lenders, such Issuing Bank shall be deemed, without further action by any party hereto, to have grantedL/C Issuer hereby grants to each of the Lenders,Lender, and each Lender shall be deemed, without further action by any party hereto, to have acquiredhereby acquires from such Issuing Bank,L/C Issuer, a participation (on the terms specified in this [Section 2.04]) in each Existingsuch Letter of Credit equal to such Lender’Lender’s Applicable Percentage thereof. Concurrently with such sale of participations, the participations granted pursuant to the terms of each Existing Credit Agreement to the lenders party thereto shall be automatically cancelled without further action by any of the parties hereto.aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this [clause (e)] in Existingrespect of Letters of Credit pursuant to this paragraph is absoluteabsolute, unconditional and unconditionalirrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect of such participations shall be made without any offset, abatement, withholding or reduction whatsoever.Revolving Credit Commitments.

Participations. By the issuance of Credit. On the Effective Date, each of the Existing Letters of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by(or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank, andBank or the Lenders, such Issuing Bank shall be deemed, without further action by any party hereto, to have grantedhereby grants to each of the Lenders,Lender, and each Lender shall be deemed, without further action by any party hereto, to have acquiredhereby acquires from such Issuing Bank, a participation (on the terms specified in this [Section 2.04]) in each Existingsuch Letter of Credit equal to such Lender’Lender’s Applicable Percentage thereof. Concurrently withof the aggregate amount available to be drawn under such saleLetter of participations,Credit. In consideration and in furtherance of the participations granted pursuantforegoing, each Lender hereby absolutely and unconditionally agrees to pay to the termsAdministrative Agent, for the account of the respective Issuing Bank, such Lender’s Applicable Percentage of each Existing Credit AgreementLC Disbursement made by such Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph # of this [Section 2.02], or of any reimbursement payment required to be refunded to the lenders party theretoCompany for any reason, including after the Maturity Date. Each such payment shall be automatically cancelledmade without further action by any of the parties hereto.offset, abatement, withholding or reduction whatsoever. Each Lender acknowledges and agrees that its obligation to acquire participations in Existing Letters of Credit 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, Event of Default or reduction or termination of the Aggregate Commitments, and that each payment by a Lender in respect of such participations shall be made without any offset, abatement, withholding or reduction whatsoever.Financing Commitments.