In the event (i) any Participating L/C Issuer purchases a participation in the Letter(s) of Credit of its Limited Fronting Lender pursuant to Section 2.20(k) or (ii) any NAIC Tranche Lender acquires or is deemed to acquire a participation in the Letters of Credit of the other NAIC Tranche Lenders pursuant to Section 2.20(b)(iv), then, without any further action on the part of any party, (A) in the case of clause (i) above, such Limited Fronting Lender grants to such Participating L/C Issuer, and such Participating L/C Issuer hereby acquires from such Limited Fronting Lender, a participation in such Limited Fronting Lender’s NAIC Tranche Applicable Percentage of the relevant Letters of Credit attributable to such Participating L/C Issuer for which such Limited Fronting Lender has agreed to act as a Limited Fronting Lender hereunder and (B) in the case of clause (ii) above, each such other NAIC Tranche Lender hereby grants to such NAIC Tranche Lender, and such NAIC Tranche Lender hereby acquires from such other NAIC Tranche Lenders, a participation in that portion of each such other NAIC Tranche Lender’s NAIC Tranche Applicable Percentage of the relevant Letters of Credit to give effect to the purposes of the last sentence of Section 2.20(b)(iv). Each NAIC Tranche Lender (including each Participating L/C Issuer) purchasing a participation hereunder acknowledges and agrees that its obligation to acquire participations in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the NAIC Tranche Commitments. In consideration and in furtherance of the foregoing, such NAIC Tranche Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the applicable Limited Fronting Lender or such other NAIC Tranche Lenders, as applicable, an amount equal to the amount of each payment made by such Limited Fronting Lender or other NAIC Tranche Lenders, as applicable, in respect of the portion of such Letter of Credit in which such NAIC Tranche Lender holds a participation, promptly upon the request of such Limited Fronting Lender or any such other NAIC Tranche Lender, as applicable, at any time from the time such payment is made until such payment is reimbursed by the Company or at any time after any reimbursement payment is required to be refunded to the Company for any reason. Such payment by such NAIC Tranche Lender shall be made for account of the applicable Limited Fronting Lender or such other NAIC Tranche Lenders, as applicable, without any offset, abatement, withholding or reduction whatsoever. To the extent that any NAIC Tranche Lender has made payments pursuant to this paragraph to reimburse a Limited Fronting Lender or any other NAIC Tranche Lenders in respect of any participation interests purchased hereunder in respect of any Letter of Credit, promptly following receipt by the Administrative Agent of any payment from the Company pursuant to Section 2.20(c)(i) in respect of such Letter of Credit, the Administrative Agent shall distribute such payment to such Limited Fronting Lender and such NAIC Tranche Lender, or to the other NAIC Tranche Lenders and such NAIC Tranche Lender, as applicable, in each case as their interests may appear. Any payment made by a NAIC Tranche Lender in respect of its participation pursuant to this paragraph to reimburse the applicable Limited Fronting Lender or any other NAIC Tranche Lenders for any payment made in any respect of any drawing under a Letter of Credit shall not relieve the Company of its obligation to reimburse the amount of such drawing.