Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by ​ in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Each#Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce eachthe Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from eachsuch Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and riskrisk, an undivided interest equal to such L/C Participant’s Revolving Commitment Percentage in eachsuch Issuing Bank’s obligations and rights under each Letter of Credit issued by such Issuing Bank hereunder and the amount of each draft paid by thesuch Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank for which the Specified Borrower which is the account party under such Letter of Credit has not reimbursed such Issuing Bank is not reimbursed into the full extent required by ​ in accordance with the terms of this Agreement, such L/C Participant shall pay to thesuch Issuing Bank upon demand at thesuch Issuing Bank’s address for notices specified hereinIssuing Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Each Issuing BankLender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing BankLender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank,Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each Issuing Bank’Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by thesuch Issuing BankLender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing BankLender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which thesuch Issuing BankLender is not reimbursed in full by ​the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to thesuch Issuing BankLender upon demand at thesuch Issuing Bank’Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Each Issuing BankLender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing BankLender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank,Lender, on the terms and conditions hereinafter stated, for such L/C Participant’Participant's own account and risk an undivided interest equal to such L/C Participant’Participant's Revolving Credit Commitment Percentage in each Issuing Bank’Lender's obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by thesuch Issuing BankLender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing BankLender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which thesuch Issuing BankLender is not reimbursed in full by ​the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender, in the Issuing Bankapplicable currency in which such Letter of Credit is denominated, upon demand at thesuch Issuing Bank’Lender's address for notices specified herein an amount equal to such L/C Participant’Participant's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Each Issuing BankLender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing BankLender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank,Lender, on the terms and conditions hereinafter stated, for such L/C Participant’Participant’s own account and risk an undivided interest equal to such L/C Participant’Participant’s Revolving Credit Commitment Percentage in each Issuing Bank’Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by thesuch Issuing BankLender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing BankLender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which thesuch Issuing BankLender is not reimbursed in full by ​the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender, in the Issuing Bankapplicable currency in which such Letter of Credit is denominated, upon demand at thesuch Issuing Bank’Lender’s address for notices specified herein an amount equal to such L/C Participant’Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Each(a) The Issuing BankLender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce eachthe Issuing BankLender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from eachthe Issuing Bank,Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s CommitmentRevolving Credit Percentage in eachthe Issuing Bank’Lender’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing BankLender thereunder. Each L/C Participant unconditionally and irrevocably agrees with eachthe Issuing BankLender that, if a draft is paid under any Letter of Credit for which the Issuing BankLender is not reimbursed in full by ​the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing BankLender upon demand at the Issuing Bank’Lender’s address for notices specified herein an amount equal to such L/C Participant’s CommitmentRevolving Credit Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Each Issuing Bank irrevocably agreesSubject to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank, on the terms and conditions hereinafter stated, for suchset forth herein, the L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder andIssuer shall, on the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, ifrequested date, issue a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by ​ in accordance withaccount of the termsBorrowers or enter into the applicable amendment, as the case may be. Immediately upon the issuance of this Agreement, sucheach Letter of Credit, each Lender shall be deemed to have, and hereby irrevocably and unconditionally agrees to, acquire from the L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified hereinIssuer a risk participation in such Letter of Credit in an amount equal to such L/C Participant’Lender's CommitmentApplicable Percentage of the aggregate amount available to be drawn under such Letter of such draft, or any part thereof, which is not so reimbursed.Credit. Each L/C Participant’sLender acknowledges and agrees that its obligation to purchaseacquire risk participations pursuant to this [subsection 3.4] shall beparagraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance,circumstance whatsoever, including # any setoff, counterclaim, recoupment, defenseamendment, renewal or other right that such L/C Participant may have against the Issuing Bank, ​extension of any Letter of Credit or any other Person for any reason whatsoever, # the occurrence orand continuance of a Default or an Event of Default or the failure to satisfy anyreduction or termination of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.Revolving Commitments.

Each Issuing Bank irrevocably agrees to grant and hereby grants toLetter of Credit Participation. Immediately upon the issuance of each L/C Participant, and, to induce each Issuing Bank to issue Lettersother Letter of Credit hereunder, each L/C ParticipantRevolving Loan Lender shall be deemed to have automatically, irrevocably agrees to accept and purchaseunconditionally purchased and hereby accepts and purchasesreceived from eachthe applicable Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and riskBank an undivided interest and participation in and to such Letter of Credit, the obligations of the applicable Borrower in respect thereof and the liability of such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Loan Lender’s Revolving Pro Rata Share. The applicable Issuing Bank will notify each Revolving Loan Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Business Day on which the applicable Issuing Bank makes payment of each such L/C Participant’s Commitment PercentageDraft or, in each Issuing Bank’s obligations and rights under eachthe case of any other draw on a Letter of Credit issued hereunder and the amount of each draft paidCredit, on demand by the Administrative Agent or such Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees withBank, each Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by ​ in accordance with the terms of this Agreement, such L/C ParticipantRevolving Loan Lender shall paymake payment to the Administrative Agent, for the account of the applicable Issuing Bank upon demand atBank, in immediately available funds in the Issuing Bank’s address for notices specified hereinapplicable Agreed Currency in an amount equal to such L/C Participant’Revolving Loan Lender’s Commitment PercentageRevolving Pro Rata Share of the amount of such draft,payment or draw. The obligation of each Revolving Loan Lender to reimburse the applicable Issuing Bank under this Section 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any part thereof, whichRevolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such Revolving Loan Lender or such obligation is not so reimbursed. Each L/C Participant’sotherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Loan Lender of its obligation to purchase participations pursuant toreimburse any Issuing Bank for such amounts in accordance with this [subsectionSection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.6.

Each Issuing Bank irrevocably agrees to grant and hereby grants toLetter of Credit Participation. Immediately upon the issuance of each L/C Participant, and, to induce each Issuing Bank to issue Lettersother Letter of Credit hereunder, each L/C ParticipantRevolving Loan Lender shall be deemed to have automatically, irrevocably agrees to accept and purchaseunconditionally purchased and hereby accepts and purchasesreceived from eachthe applicable Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and riskBank an undivided interest and participation in and to such Letter of Credit, the obligations of the applicable Borrower in respect thereof and the liability of such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Loan Lender’s Revolving Pro Rata Share. The applicable Issuing Bank will notify each Revolving Loan Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Business Day on which the applicable Issuing Bank makes payment of each such L/C Participant’s Commitment PercentageDraft or, in each Issuing Bank’s obligations and rights under eachthe case of any other draw on a Letter of Credit issued hereunder and the amount of each draft paidCredit, on demand by the Administrative Agent or such Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees withBank, each Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by ​ in accordance with the terms of this Agreement, such L/C ParticipantRevolving Loan Lender shall paymake payment to the Administrative Agent, for the account of the applicable Issuing Bank upon demand atBank, in immediately available funds in the Issuing Bank’s address for notices specified hereinapplicable Agreed Currency in an amount equal to such L/C Participant’Revolving Loan Lender’s Commitment PercentageRevolving Pro Rata Share of the amount of such draft,payment or draw. The obligation of each Revolving Loan Lender to reimburse the applicable Issuing Bank under this Section 3.6 shall be unconditional, continuing, irrevocable and absolute. In the event that any part thereof, whichRevolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this Section 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such Revolving Loan Lender or such obligation is not so reimbursed. Each L/C Participant’sotherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Loan Lender of its obligation to purchase participations pursuant toreimburse any Issuing Bank for such amounts in accordance with this [subsectionSection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.6.