Common use of Lenders’ Participations in Fronted Letters of Credit Clause in Contracts

Lenders’ Participations in Fronted Letters of Credit. By the issuance (or, in the case of the Existing Fronted Letters of Credit, the deemed issuance) of a Fronted Letter of Credit (or an amendment to a Fronted Letter of Credit increasing the amount thereof) by any Fronted LC Issuing Bank, and without any further action on the part of such Fronted LC Issuing Bank or the Lenders, such Fronted LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Fronted LC Issuing Bank, a participation in such Fronted Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Fronted Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Fronted Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Fronted Letter of Credit or the occurrence and continuance of a Potential Event of Default or an Event of Default or reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Fronted LC Issuing Bank of each Fronted Letter of Credit, such Lender’s Pro Rata Share of each LC Disbursement made by such Fronted LC Issuing Bank in respect of such Fronted Letter of Credit promptly upon the request of such Fronted LC Issuing Bank at any time from the time such LC Disbursement is made until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.11A, the Administrative Agent shall distribute such payment to the relevant Fronted LC Issuing Bank or, to the extent that the Lenders have made payments pursuant to this Section 2.11C to reimburse such Fronted LC Issuing Bank, then to such Lenders and/or such Fronted LC Issuing Bank, as applicable. Any payment made by a Lender pursuant to this Section 2.11C to reimburse any Fronted LC Issuing Bank for any LC Disbursement shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Lenders’ Participations in Fronted Letters of Credit. By the issuance (or, in the case of the Existing Fronted Letters of Credit, the deemed issuance) of a Fronted Letter of Credit (or an amendment to a Fronted Letter of Credit increasing the amount thereof) by any Fronted LC Issuing Bank, and without any further action on the part of such Fronted LC Issuing Bank or the Lenders, such Fronted LC Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Fronted LC Issuing Bank, a participation in such Fronted Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Fronted Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Fronted Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal amendment or extension of any Fronted Letter of Credit or the occurrence and continuance of a Potential Event of Default or an Event of Default or reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Fronted LC Issuing Bank of each Fronted Letter of Credit, such Lender’s Pro Rata Share of each LC Disbursement made by such Fronted LC Issuing Bank in respect of such Fronted Letter of Credit promptly upon the request of such Fronted LC Issuing Bank at any time from the time such LC Disbursement is made until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.11A, the Administrative Agent shall distribute such payment to the relevant Fronted LC Issuing Bank or, to the extent that the Lenders have made payments pursuant to this Section 2.11C to reimburse such Fronted LC Issuing Bank, then to such Lenders and/or such Fronted LC Issuing Bank, as applicable. Any payment made by a Lender pursuant to this Section 2.11C to reimburse any Fronted LC Issuing Bank for any LC Disbursement shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.