By the issuance of a FILO Facility Letter of Credit (or an amendment to a FILO Facility Letter of Credit increasing the amount thereof) and without any further action on the part of the FILO Facility Issuing Bank or the FILO Facility Revolving Lenders, the FILO Facility Issuing Bank hereby grants to each FILO Facility Revolving Lender, and each FILO Facility Revolving Lender hereby acquires from the FILO Facility Issuing Bank, a participation in such FILO Facility Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such FILO Facility Letter of Credit.  In consideration and in furtherance of the foregoing, each FILO Facility Revolving Lender hereby absolutely and unconditionally agrees to pay to the Agent in Dollars, for the account of the FILO Facility Issuing Bank, such FILO Facility Revolving Lender’s Applicable Percentage of each FILO Facility LC Disbursement made by the FILO Facility Issuing Bank and not reimbursed by the U.S. Borrowers on the date due as provided in paragraph (v) of this Section 2.06(c) , or of any reimbursement payment required to be refunded to any Borrower for any reason.  Each FILO Facility Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of FILO Facility Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any FILO Facility Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.