Common use of LC Participations Clause in Contracts

LC Participations. (a) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any LC Issuer and without any further action on the part of such LC Issuer and the DSR Lenders, each LC Issuer hereby grants to each DSR Lender, and each such DSR Lender hereby acquires from such LC Issuer, a participation in such Letter of Credit equal to such DSR Lender’s Proportionate Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each DSR Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, in Dollars, for the account of the applicable LC Issuer, such DSR Lender’s Proportionate Share of each Drawing Payment in respect of any Letter of Credit not reimbursed by Borrower on the date due as provided in Section 2.2.5, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each DSR Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.13 in respect of each such Letter of Credit pursuant to the terms of this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever (other than circumstances arising from the gross negligence or willful misconduct of an LC Issuer as determined by a court of competent jurisdiction in a final and non-appealable judgment), including any amendment, renewal or extension of a Letter of Credit or the occurrence and continuation of a Default or reduction or termination of the DSR Loan Commitments or the LC Issuer Commitments in accordance with the terms of this Agreement, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any DSR Lender defaults or fails to fulfill any of its obligations herein, no Default or Event of Default shall arise solely as a result of such default or failure and the default or failure of such DSR Lender shall give rise to a claim for damages as between the applicable LC Issuer and the applicable DSR Lender.

LC Participations. (a) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any LC Issuer and without any further action on the part of such any LC Issuer and the DSR Lendersor any Lender, each LC Issuer hereby grants to each DSR Lenderapplicable LC Participant, and each such DSR Lender applicable LC Participant hereby acquires from such LC Issuer, a participation in such Letter of Credit equal to such DSR LenderLC Participant’s Proportionate Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each DSR Lender LC Participant hereby absolutely and unconditionally agrees to pay to the Administrative Agent, applicable LC Issuer in Dollars, for the account of the applicable such LC Issuer, such DSR LenderParticipant’s Proportionate Share of each Drawing Payment relating to the Letter of Credit to which its LC Commitment is in respect of any Letter of Credit made by such LC Issuer not reimbursed by Borrower Co-Borrowers on the date due as provided in Section 2.2.52.2.5(a), or of any reimbursement payment required to be refunded to the Borrower Co-Borrowers for any reason. Each DSR Lender LC Participant acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.13 paragraph in respect of each such a Letter of Credit pursuant to the terms of this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever (other than circumstances arising from the gross negligence or willful misconduct of an the applicable LC Issuer as determined by a court of competent jurisdiction in a final and non-appealable judgment), including any amendment, renewal or extension of a Letter of Credit or the occurrence and continuation of a Default or reduction or termination of the DSR Loan Commitments or the applicable LC Issuer Commitments in accordance with the terms of this AgreementCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any DSR Lender LC Participant defaults or fails to fulfill any of its obligations herein, no Default or Event of Default shall arise solely as a result of such default or failure and the default or failure of such DSR Lender LC Participant shall give rise to a claim for damages as between the applicable LC Issuer and the applicable DSR LenderLC Participant.

LC Participations. (a) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any LC Issuer and without any further action on the part of such LC Issuer and the DSR DSRRevolving Loan Lenders, each LC Issuer hereby grants to each DSR DSRRevolving Loan Lender, and each such DSR DSRRevolving Loan Lender hereby acquires from such LC Issuer, a participation in such Letter of Credit equal to such DSR DSRRevolving Loan Lender’s Proportionate Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each DSR DSRRevolving Loan Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, in Dollars, for the account of the applicable LC Issuer, such DSR DSRRevolving Loan Lender’s Proportionate Share of each Drawing Payment in respect of any Letter of Credit not reimbursed by Borrower Xxxxxxxx on the date due as provided in Section 2.2.5, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each DSR DSRRevolving Loan Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.13 in respect of each such Letter of Credit pursuant to the terms of this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever (other than circumstances arising from the gross negligence or willful misconduct of an LC Issuer as determined by a court of competent jurisdiction in a final and non-appealable judgment), including any amendment, renewal or extension of a Letter of Credit or the occurrence and continuation of a Default or reduction or termination of the DSR DSRRevolving Loan Commitments or the LC Issuer Commitments in accordance with the terms of this Agreement, and that each such payment shall be made without KE 103372065 any offset, abatement, withholding or reduction whatsoever. If any DSR DSRRevolving Loan Lender defaults or fails to fulfill any of its obligations herein, no Default or Event of Default shall arise solely as a result of such default or failure and the default or failure of such DSR DSRRevolving Loan Lender shall give rise to a claim for damages as between the applicable LC Issuer and the applicable DSR DSRRevolving Loan Lender.

LC Participations. (a) By the issuance of a Letter of Credit (or an amendment The Issuing Bank irrevocably agrees to a Letter of Credit increasing the amount thereof) by any LC Issuer grant and without any further action on the part of such LC Issuer and the DSR Lenders, each LC Issuer hereby grants to each DSR LenderLC Participant, and, to induce the Issuing Bank to issue Letters of Credit hereunder, each LC Participant irrevocably agrees to accept and each such DSR Lender purchase and hereby acquires accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such LC Issuer, a participation Participant’s own account and risk an undivided interest equal to such LC Participant’s Commitment Percentage in such the Issuing Bank’s obligations and rights under each Letter of Credit equal to such DSR Lender’s Proportionate Share of issued hereunder and the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each DSR Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, in Dollars, for the account of the applicable LC Issuer, such DSR Lender’s Proportionate Share of each Drawing Payment in respect of draft paid by the Issuing Bank thereunder. Each LC Participant unconditionally and irrevocably agrees with the Issuing Bank, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by Borrower on the date due as provided in Section 2.2.5, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each DSR Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.13 in respect of each such Letter of Credit pursuant to the terms of this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever (other than circumstances arising from the gross negligence or willful misconduct of an LC Issuer as determined by a court of competent jurisdiction in a final and non-appealable judgment), including any amendment, renewal or extension of a Letter of Credit or the occurrence and continuation of a Default or reduction or termination of the DSR Loan Commitments or the LC Issuer Commitments Borrowers in accordance with the terms of this Agreement, and that each such payment LC Participant shall be made without pay to the Issuing Bank upon demand at the Issuing Bank's address for notices specified herein an amount equal to such LC Participant’s Commitment Percentage of the amount of such draft, or any offsetpart thereof, abatement, withholding or reduction whatsoeverwhich is not so reimbursed. If any DSR Lender defaults or fails amount required to fulfill be paid by any LC Participant to the Issuing Bank pursuant to this Section 2.14(d) in respect of any unreimbursed portion of any payment made by the Issuing Bank under any Letter of Credit is paid to the Issuing Bank within three (3) Business Days after the date such payment is due, such LC Participant shall pay to the Issuing Bank on demand an amount equal to the product of: (i) such amount; times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Bank; and times (iii) a fraction the numerator of which is the number of days that elapses during such period and the denominator of which is 360. If any such amount required to be paid by any LC Participant pursuant to this Section 2.14(d) is not in fact made available to the Issuing Bank by such LC Participant within three (3) Business Days after the date such payment is due, the Issuing Bank shall be entitled to recover from such LC Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Advances hereunder. A certificate of the Issuing Bank submitted to any LC Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Bank has made payment under any Letter of Credit and has received from any LC Participant its obligations herein, no Default or Event of Default shall arise solely as a result pro rata share of such default payment in accordance with this Section 2.14(d), the Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrowers or failure and otherwise, including proceeds of collateral applied thereto by the default Issuing Bank), or failure any payment of interest on account thereof, the Issuing Bank will distribute to such DSR Lender LC Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Bank shall give rise be required to a claim for damages as between be returned by the applicable Issuing Bank, such LC Issuer and Participant shall return to the applicable DSR LenderIssuing Bank the portion thereof previously distributed by the Issuing Bank to it.