Lender Participation. By the issuance of a Letter of Credit by an LC Issuing Bank (and an amendment to a Letter of Credit increasing the amount thereof) and without further action on the part of such LC Issuing Bank or the Lenders, such LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such LC Issuing Bank, a participation in such Letter of Credit in an amount equal to such Lender’s Proportionate Share of the Stated Amount of such Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Issuing Banks of such participation in such amount. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of the relevant LC Issuing Bank, such Lender’s Proportionate Share of each Reimbursement Obligation made by such LC Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.2.4, or of any Reimbursement Payment required to be refunded to Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.2.7 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever. Each LC Issuing Bank may request the Lenders to pay to such LC Issuing Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by such LC Issuing Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) within two Banking Days after such LC Issuing Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Lender’s Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that such LC Issuing Bank shall not request the Lenders to make any payment under this Section 2.2.7 in connection with any portion of a Drawing Payment for which such LC Issuing Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such Reimbursement Payment has been thereafter recovered by Borrower). Upon receipt of any such request for payment from such LC Issuing Bank, each Lender shall pay to such LC Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the great...
Lender Participation. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to the sum of the Dollar Equivalent of the applicable LC Amount and the applicable LC Obligations multiplied by such Lender's Revolving Loan Percentage. Agent will notify each Lender on a weekly basis, or if determined by Agent, a more frequent basis, upon presentation to it of a draw under a Letter of Credit or a demand for payment under a LC Guaranty. On a weekly basis, or more frequently if requested by Agent, each Lender shall make payment to Agent in immediately available funds in Dollars, of an amount equal to such Lender's pro rata share (based on such Lender's Revolving Loan Percentage) of the amount of any payment made by Agent in respect to any Letter of Credit or LC Guaranty. The obligation of each Lender to reimburse Agent under this subsection 1.2.2 shall be unconditional, continuing, irrevocable and absolute, except in respect of indemnity claims arising out of Agent's willful misconduct or gross negligence. In the event that any Lender fails to make payment to Agent of any amount due under this subsection 1.2.2, Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until Agent receives such payment from such Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Lender of its obligation to reimburse the Agent for such amount in accordance with this subsection 1.2.2.
Lender Participation. Xxxxxxx who have participated in the Agency’s Home Buyers Program for one year or more are considered eligible to participate in the Police and Firemen’s Retirement System mortgage program. Lenders are required to execute an addendum to their existing Loan Purchase Agreement. This addendum summarizes the special requirements and procedures established for this program
Lender Participation. The City hereby authorizes the Lender as one of the City’s approved Xxxxxxx for receipt and processing of applications for DALP loans in accordance with this Agreement and the DALP Program requirements and documents. The Lender acknowledges that the City may enter into Lender Participation Agreements with other financial institutions in connection with the DALP. If Lender originates mortgage loans on a retail, correspondent, or wholesale basis for a third-party lender that will fund a First Mortgage Loan (“Third-Party Lender”), Lender and each individual MLO will ensure that a Third-Party Lender’s First Mortgage Loan complies with this Agreement, including without limitation, Sections 8, 10, and 11 below. Third Party Lender does not include any government sponsored entity, including without limitation, Xxxxxx Xxx, Xxxxxxx Xxx, or CalHFA. MOHCD reserves the right to reject any Third-Party Lender.
Lender Participation. Upon a Drawing Payment on any Letter of Credit, each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, hereby severally agrees that it shall forthwith purchase from Issuing Bank a participation interest in the unreimbursed Drawing Payment made by Issuing Bank under such Letter of Credit, in an amount equal to such Lender’s Proportionate Share of such unreimbursed Drawing Payment.
Lender Participation. The several obligations of (x) each Lender, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, who have purchased a participation in the Letters of Credit in such Lender’s Proportionate Share of the maximum amount which is or at any time may become available to be drawn thereunder, and (y) each Lender, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, to make LC Loans in accordance with Section 2.2(d) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which any such Lender or any other Person may have against the Administrative Agent, the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, an Event of Default or the termination of the Commitments, the acceleration of the Term Loans, Bridge Loans or the termination of such Letter of Credit; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of any Financing Document by any party thereto; (E) the fact that any condition precedent to (1) the issuance of, or the making of any payment under, such Letter of Credit or (2) the making of LC Loans, was not met; (F) any violation or asserted violation of law by any Lender or any Affiliate thereof; or (G) to the extent permitted under applicable law, any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Immediately upon the issuance of any Letter of Credit, Issuing Bank shall be deemed to have sold and transferred to such Lender, and such Lender shall be deemed to have purchased and received from Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in the Letter of Credit, each Drawing and the other obligations in respect thereof in an amount equal to such Lender’s Proportionate Share referenced above. Each payment by each such Lender or other Person to the Issuing Bank for its own account shall be made without any offset, abatement, withholding or reduction whatsoever. If the Issuing Bank is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official any po...
Lender Participation. Upon the issuance of a Letter of Credit, each Revolving Lender shall be deemed to have purchased a participation therein from Agent in an amount equal to its Revolving Commitment Percentage of the amount of such Letter of Credit.
Lender Participation. If Lender so elects and at its own expense, Lender may join and participate as a party in any Hazardous Material Investigation or any Remedial Action of any Environmental Condition that is or might be impacting the Site using environmental consultants or engineers selected by Xxxxxx.
Lender Participation. At the election of the counterparty to any Interest Rate Agreement, the Lenders may participate in such Interest Rate Agreements and Hedge Transactions thereunder in proportion to their respective Proportionate Shares by means of a risk sharing agreement in form and substance satisfactory to such Lenders, provided, that if any such Lender's Lending Office is in the State of New York, such Lender may designate another branch to enter into such risk sharing agreement.
Lender Participation. Upon the date of the issuance, extension, renewal or increase of a Letter of Credit, the Agent shall be deemed to have sold to each Lender and each Lender shall have been deemed to have purchased from the Agent a participation in the Agent's obligation with respect to the relevant Letter of Credit, equal to such Lender's Percentage Share at such date. Such sale and purchase shall otherwise be in accordance with the terms of this Agreement. The Agent shall promptly notify each such participant Lender by telex, telephone, or telecopy (confirmed promptly in writing) of each Letter of Credit issued, increased, renewed or extended and the actual dollar amount of such Lender's participation in such Letter of Credit.
