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Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance or increase of each Letter of Credit, without any further action by any Person, the applicable Issuing Bank shall be deemed to have sold to each and each shall have been deemed to have purchased from such Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’s Applicable Percentage of the Revolving Commitments. Each Participating shall make available to the Administrative Agent, for the account of the applicable Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the laws of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation in such Letter of Credit as provided in this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the right of any Participating to recover from the applicable Issuing Bank any amounts made available by such to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank. Each acknowledges and agrees that its obligation to fund 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, extension, or increase of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f), and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.

Lenders’ PurchaseParticipations. By the Issuance of Participations in Letters of Credit. Immediately upon the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing or decreasing the Available Amount thereof) and without any further action by any Person,on the part of the applicable Issuing Bank shall be deemed to have soldor the Lenders, such Issuing Bank hereby grants to each C" data-ad-field-type="organization" data-ad-field-json='{"name":"Organization C","type":"organization","canGuess":{"name":false,"type":false}}'>​B:Organization_, and each C" data-ad-field-type="b" data-ad-field-json='{"name":"Organization C","type":"b","canGuess":{"name":false,"type":false}}'>​ shall have been deemed to have purchasedhereby acquires from such Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such C" data-ad-field-type="organization" data-ad-field-json='{"name":"Organization C","type":"organization","canGuess":{"name":false,"type":false}}'>​’B:Organization_’s Applicable Percentage (with respect to the Revolving Commitments)Ratable Share of the maximum amount which is or at any time may become availableAvailable Amount of such Letter of Credit. The hereby agrees to be drawn thereunder (eacheach such purchasing a participation, a “Participating ”).participation. In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as providedconsideration and in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating furtherance of the unreimbursed amount of such honored drawingforegoing, each hereby absolutely and of such ’s respective participation therein based on such ’s Applicable Percentage of the Revolving Commitments. Each Participating shall make availableunconditionally agrees to pay to the Administrative Agent, for the account of the applicablesuch Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the laws of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such C" data-ad-field-type="organization" data-ad-field-json='{"name":"Organization C","type":"organization","canGuess":{"name":false,"type":false}}'>​’B:Organization_’s participation in suchRatable Share of each drawing made under a Letter of Credit as provided in this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily usedfunded by such Issuing Bank forand not reimbursed by the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing as provided in this [Section 2.19(e)03(d)] shall, or of any reimbursement payment required to be refunded to the for any reason, which amount will be advanced, and deemed to prejudice the right of any Participating to recover from the applicable Issuing Bank any amounts made available by such be an Advance to the applicable Issuing Bank pursuant to this hereunder, regardless of the satisfaction of the conditions set forth in [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.3.02]. Each C" data-ad-field-type="b" data-ad-field-json='{"name":"Organization C","type":"b","canGuess":{"name":false,"type":false}}'>​ acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit,Credit or the occurrence and continuance of a Default, anyDefault or Event of Default or reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter ofRevolving Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f),Commitments, and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each C" data-ad-field-type="b" data-ad-field-json='{"name":"Organization C","type":"b","canGuess":{"name":false,"type":false}}'>​ further acknowledges and agrees that,that its participation in issuing, amending, extending, or increasing anyeach Letter of Credit, the applicable Issuing Bank shallCredit will be entitledautomatically adjusted to rely, and shall not incur any liability for relying, upon the representations and warrantiesreflect such ’s Ratable Share of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the timeAvailable Amount of such Letter of Credit at each time such ’s Revolving Credit Commitment is issued, amended, extended, or increased (or, in the case of an automatic extension permittedamended pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank)a Commitment Increase in accordance with [Section 2.17], the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent)an assignment in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been curedaccordance with [Section 8.07] or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.Agreement.

Lenders’Revolving Purchase of Participations in Letters of Credit. Immediately upon the issuance or increase of each Letter of Credit, without any further action by any Person, the applicable Issuing Bankeach Revolving Lender shall be deemed to have soldpurchased, and hereby agrees to each and each shall have been deemed to have purchasedirrevocably purchase, from suchthe Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’Lender’s ApplicablePro Rata Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”).thereunder. In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(17(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating Revolving Lender of the unreimbursed amount of such honored drawing and of such ’Lender’s respective participation therein based on such ’Lender’s ApplicablePro Rata Percentage of the Revolving Commitments. Each Participating Revolving Lender shall make available to the Administrative Agent, for the account of the applicable Issuing Bank,Bank an amount equal to its respective participationparticipation, in the applicable currency,Dollars and in immediately availablesame day funds, noat the office of the Issuing Bank specified in such notice, not later than (New York City time) on the first Business Daybusiness day (under the Laws laws of the jurisdiction in which the Principal Officesuch office of the Administrative AgentIssuing Bank is located) after the date notified by the Administrative Agent.Issuing Bank. In the event that any Participating Revolving Lender fails to make available to the Administrative AgentIssuing Bank on such Business Daybusiness day the amount of such ’Lender’s participation in such Letter of Credit as provided in this [Section 2.19(17(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for three Business Days at the rate customarily used by suchthe Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(17(e)] shall be deemed to prejudice the right of any Participating Revolving Lender to recover from the applicable Issuing Bank any amounts made available by such Revolving Lender to the applicable Issuing Bank pursuant to this [Section 2.19]17] in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Revolving Lender constituted gross negligence, bad faith or willful misconduct (ason the part of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank. Each acknowledges and agrees that its obligation to fund 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, extension, or increase of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f), and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).jurisdiction. In the event the applicable Issuing Bank shall have been reimbursed by other LendersRevolving pursuant to this [Section 2.19(17(e)] for all or any portion of any drawing honored by suchthe Issuing Bank under a Letter of Credit, suchthe Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each Revolving Lender which has paid all amounts payable by it under this [Section 2.19(17(e)] with respect to such honored drawing such ’Revolving Lender’s ApplicablePro Rata Percentage of all payments subsequently received by suchthe Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Revolving Lender at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such Revolving Lender may request.

Lenders’ Purchase of Participations in Letters of Credit. Immediately uponParticipations. By the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action byon the part of any Person, the applicable Issuing Bank shall be deemed to have soldor , each Issuing Bank hereby grants to each Lender, and each shall have been deemed to have purchasedLender hereby acquires from such Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’Lender’s Applicable Percentage of the Revolving Commitments. Each Participating shall makeaggregate Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the Administrative Agent,foregoing, each Lender hereby absolutely and unconditionally agrees to pay to , for the account of the applicable Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the laws, such Lender’s Applicable Percentage of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation in such Letter of Credit as provided in this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily usedeach LC Disbursement made by such Issuing Bank forand not reimbursed by or any applicable LC Account Party on the correctiondate due as provided in paragraph # of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the rightSection, or of any Participating _Organization C:reimbursement payment required to be refunded to to recover from theor any applicable Issuing BankLC Account Party for any amounts made available by such to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.reason. Each Lender acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit,Credit or the occurrence and continuance of a Default, anyDefault or reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f),Commitments, and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.

Lenders’ Purchase of Participations in Letters of Credit. Immediately uponParticipations. By the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action byon the part of any Person, the applicable Issuing Bank shall be deemed to have soldor , each Issuing Bank hereby grants to each Lender, and each shall have been deemed to have purchasedLender hereby acquires from such Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’Lender’s Applicable Percentage of the Revolving Commitments. Each Participating shall makeaggregate Dollar Amount amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the lawssuch Lender’s Applicable Percentage of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation in such Letter of Credit as provided in this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily usedeach LC Disbursement made by such Issuing Bank forand not reimbursed by or any applicable LC Account Party on the correctiondate due as provided in paragraph # of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the rightSection, or of any Participating _Organization C:reimbursement payment required to be refunded to to recover from theor any applicable Issuing BankLC Account Party for any amounts made available by such to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.reason. Each Lender acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit,Credit or the occurrence and continuance of a Default, anyDefault or reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f),Commitments, and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.

Lenders’ Purchase of Participations in Letters of Credit. Immediately uponParticipations. By the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action by any Person,on the part of the applicable Issuing Bank shall be deemed to have soldor any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each shall have been deemed to have purchasedRevolving Lender hereby acquires from such Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’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 Commitments. Each Participating shall make availableLender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicablesuch Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the lawssuch Revolving Lender’s Applicable Percentage of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notifiedeach LC Disbursement made by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation inIssuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph # of this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the rightSection, or of any Participating reimbursement payment required to recover from the applicable Issuing Bank any amounts made available by such be refunded to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit,Credit or the occurrence and continuance of a Default,Default or any reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f),Revolving Commitments, and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, extending,renewing or increasingextending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representationsrepresentation and warrantieswarranty of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.

Lenders’ Purchase of Participations in Letters of Credit. Immediately uponParticipations. By the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action by any Person,on the part of the applicable Issuing Bank shall be deemed to have soldor any Lender, the Issuing Bank that is the issuer thereof hereby grants to each Lender, and each shall have been deemed to have purchasedLender hereby acquires from such Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’Lender’s Applicable Percentage of the Revolving Commitments. Each Participating shall makeaggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicablesuch Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the lawssuch Lender’s Applicable Percentage of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notifiedeach LC Disbursement made by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation inIssuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph # of this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the rightSection, or of any Participating reimbursement payment required to recover from the applicable Issuing Bank any amounts made available by such be refunded to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.Borrower for any reason. Each Lender acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule[Section 3.13 and Rule 3.1414] of ISP 98)98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f),Commitments, and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in issuing, amending, extending,renewing or increasingextending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representationsrepresentation and warrantieswarranty of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended,renewed or increasedextended (or, in the case of an automatic extensionrenewal permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.

Lenders’ Purchase of Participations in Letters of Credit. Immediately uponParticipations. By the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action by any Person,on the applicablepart of the relevant Issuing Bank shall be deemed to have soldor any Revolving Lender in respect of the Tranche under which such Letter of Credit is issued (each such Revolving Lender, an “Applicable Lender”), the relevant Issuing Bank hereby grants to each Applicable Lender, and each shall have been deemed to have purchasedApplicable Lender hereby acquires from suchthe relevant Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’Lender’s Applicable Percentage of the Revolving Commitments. Each Participating shall makeaggregate Dollar Amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the Administrative Agent,foregoing, each Applicable Lender hereby absolutely and unconditionally agrees to pay to , for the account of the applicablerelevant Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the lawssuch Applicable Lender’s Applicable Percentage of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation in such Letter of Credit as provided in this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily usedeach LC Disbursement made by such Issuing Bank forand not reimbursed by on the correctiondate due as provided in paragraph # of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the rightSection, or of any Participating _Organization C:reimbursement payment required to be refunded to to recover from the applicable Issuing Bankfor any amounts made available by such to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.reason. Each Revolving Lender acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit,Credit or the occurrence and continuance of a Default, anyDefault or reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f),Commitments, and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.

Lenders’ Purchase of Participations in Letters of Credit. Immediately uponParticipations. By the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action by any Person,on the part of the applicable Issuing Bank shall be deemed to have soldor the , the applicable Issuing Bank hereby grants to each Lender, and each shall have been deemed to have purchasedLender hereby acquires from suchthe applicable Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’Lender’s Applicable Percentage of the Revolving Commitments. Each Participating shall makeaggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, an amount equal to its respective participation in the applicable currency, and in immediately available funds, no later than (New York City time) on the first Business Day (under the lawssuch Lender’s Applicable Percentage of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notifiedeach LC Disbursement made by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation in such Letter of Credit as provided in this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amountand not reimbursed by the Company on demand from such together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correctiondate due as provided in paragraph # of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the rightSection, or of any Participating reimbursement payment required to recover from the applicable Issuing Bank any amounts made available by such be refunded to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.Company for any reason. Each Lender acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit,Credit or the occurrence and continuance of a Default, any reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f), and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.Default

Lenders’ Purchase of Participations in Letters of Credit. Immediately uponParticipations. By the issuance or increase of eacha Letter of Credit,Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action by any Person,on the applicablepart of the Issuing Bank shall be deemed to have soldor the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each shall have been deemed to have purchasedRevolving Lender hereby acquires from suchthe Issuing BankBank, a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such ’s Applicable Percentage (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder (each such purchasing a participation, a “Participating ”). In the event that the Borrower or the Applicable Account Party shall fail for any reason to reimburse the applicable Issuing Bank as provided in [Section 2.19(d)], the applicable Issuing Bank shall promptly notify the Administrative Agent who will notify each Participating of the unreimbursed amount of such honored drawing and of such ’s respective participation therein based on such ’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 Commitments. Each Participating shall make availableLender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, an amount equal to its respective participation insuch Lender’s Applicable Percentage of each LC Disbursement made by the applicable currency,Issuing Bank and in immediately available funds, no later than (New York City time)not reimbursed by the Borrowers on the first Business Day (under the laws of the jurisdiction in which the Principal Office of the Administrative Agent is located) after the date notified by the Administrative Agent. In the event that any Participating fails to make available to the Administrative Agent on such Business Day the amount of such ’s participation in such Letter of Creditdue as provided in paragraph # of this [Section 2.19(e)], the applicable Issuing Bank shall be entitled to recover such amount on demand from such together with interest thereon for three Business Days at the rate customarily used by such Issuing Bank for the correction of errors among banks and thereafter at the Alternate Base Rate. Nothing in this [Section 2.19(e)] shall be deemed to prejudice the rightSection, or of any Participating reimbursement payment required to recover from the applicable Issuing Bank any amounts made available by such be refunded to the applicable Issuing Bank pursuant to this [Section 2.19] in the event that the payment with respect to a Letter of Credit in respect of which payment was made by such constituted gross negligence, bad faith or willful misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of such Issuing Bank.Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to fundacquire 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, extension,renewal or increaseextension of any Letter of Credit,Credit or the occurrence and continuance of a Default, anyDefault or reduction or termination of the Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments or any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including those set forth in the following paragraph (f),Commitments, and that each such payment shall be made without any defense, offset, abatement, withholding or reduction whatsoever. Each further acknowledges and agrees that, in issuing, amending, extending, or increasing any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to [Section 4.02], unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, extended, or increased (or, in the case of an automatic extension permitted pursuant to paragraph # of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in [[Section 4.02(a), 4.02(b) or 4.02(e)])])]])])] would not be satisfied if such Letter of Credit were then issued, amended, extended, or increased (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, extend, or increase any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). In the event the applicable Issuing Bank shall have been reimbursed by other Lenders pursuant to this [Section 2.19(e)] for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent who shall in turn distribute to each which has paid all amounts payable by it under this [Section 2.19(e)] with respect to such honored drawing such ’s Applicable Percentage of all payments subsequently received by such Issuing Bank from the Borrower or the Applicable Account Party in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a at its primary address set forth below its name on the Administrative Questionnaire or at such other address as such may request.

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