Letters of Credit. Each payment of unreimbursed drawings in respect of LOC Obligations shall be allocated to each LOC Participant pro rata in accordance with its Revolving Loan Commitment Percentage; provided that, if any LOC Participant shall have failed to pay its applicable pro rata share of any drawing under any Letter of Credit, then any amount to which such LOC Participant would otherwise be entitled pursuant to this subsection # shall instead be payable to the Issuing [[Organization A:Organization]] until the share of such unreimbursed drawing not funded by such [[Organization A:Organization]] has been repaid; provided further, that in the event any amount paid to any LOC Participant pursuant to this subsection # is rescinded or must otherwise be returned by the Issuing [[Organization A:Organization]], each LOC Participant shall, upon the request of the Issuing [[Organization A:Organization]], repay to the Administrative Agent for the account of the Issuing [[Organization A:Organization]] the amount so paid to such LOC Participant, with interest for the period commencing on the date such payment is returned by the Issuing [[Organization A:Organization]] until the date the Issuing [[Organization A:Organization]] receives such repayment at a rate per annum equal to, during the period to, but excluding, the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus two percent (2%) per annum.

obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the applicable account party or the Borrowers may claim or have against an Issuing [[Organization A:Organization]], the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation, any defense based on any failure of the applicable account party or the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of such Letter of Credit. The Issuing [[Organization A:Organization]] will promptly notify the LOC Participants of the amount of any unreimbursed drawing and each LOC Participant shall promptly pay to the Issuing [[Organization A:Organization]], in Dollars and in immediately available funds, the amount (without duplication of its obligations under [Sections 2.3(d) and 2.3(e)])] to make a Revolving Loan to the Borrowers) of such LOC Participant’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such [[Organization A:Organization]] from the Issuing [[Organization A:Organization]] if such notice is received at or before 2:00 p.m., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received. If such LOC Participant does not pay such amount to the Issuing [[Organization A:Organization]] in full upon such request, such LOC Participant shall, on demand, pay to the Issuing [[Organization A:Organization]] interest on the unpaid amount during the period from the date such LOC Participant received the notice regarding the unreimbursed drawing until such LOC Participant pays such amount to the Issuing [[Organization A:Organization]] in full at a rate per annum equal to, if paid within two Business Days of the date of drawing, the Federal Funds Rate and thereafter at a rate per annum equal to the Base Rate. Each LOC Participant’s obligation to make such payment to the Issuing [[Organization A:Organization]], and the right of the Issuing [[Organization A:Organization]] to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing [[Organization A:Organization]], such LOC Participant shall, automatically and without any further action on the part of the Issuing [[Organization A:Organization]] or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing [[Organization A:Organization]]) in the related unreimbursed drawing portion of such LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a ratable interest in the Issuing [[Organization A:Organization]]’s claim against the Borrowers with respect thereto.

Each LOC Participant, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing [[Organization A:Organization]] in such Letter of Credit and each LOC Document related thereto and the rights and obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Revolving Loan Commitment Percentage of the obligations under such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing [[Organization A:Organization]] therefor and discharge when due, its Revolving Loan Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each LOC Participant’s participation in any Letter of Credit, to the extent that the Issuing [[Organization A:Organization]] has not been reimbursed as required hereunder or with respect to any such Letter of Credit, each such LOC Participant shall pay to the Issuing [[Organization A:Organization]] (without duplication of its obligations under [Sections 2.3(d) and 2.3(e)])] to make a Revolving Loan to the Borrowers) its Revolving Loan Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing [[Organization A:Organization]] of an unreimbursed drawing pursuant to the provisions of subsection [(d) or (e) of this Section 2.3]. The obligation of each LOC Participant to so reimburse the Issuing [[Organization A:Organization]] shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrowers to reimburse the Issuing [[Organization A:Organization]] in respect of any Letter of Credit, together with interest as hereinafter provided.