Common use of Lender Participation Clause in Contracts

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 portion of the payments made by the Borrower to such Issuing Bank in payment of any Reimbursement Obligation or interest thereon upon the insolvency of the Borrower, or the commencement of any case or proceeding under any bankruptcy, insolvency or other similar law with respect to the Borrower, each applicable Lender or other Person shall, on demand of the Issuing Bank, forthwith return to the Issuing Bank any amounts transferred to such Lender or other Person by the Issuing Bank in respect thereof pursuant to this subsection plus such Lender’s or other Person’s pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on the amount so demanded from the day such demand is made, if such demand is made by 2:00 p.m., New York time, or from the next following Business Day, if such demand is made after 2:00 p.m., New York time, to but not including the day such amounts are returned by such Lender or other Person to the Issuing Bank at a rate per annum for each day equal to (A) the Federal Funds Effective Rate for the day of such demand and (B) the Federal Funds Effective Rate plus 3.00% for each day thereafter.