Common use of Letter of Credit Participating Interests Clause in Contracts

Letter of Credit Participating Interests. Concurrently with the issuance of each LOC, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Pro Rata Share, in all of the Issuing Bank’s rights and obligations in, to or under such LOC, the related LOC Application, all reimbursement obligations with respect to such LOC, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC Participating Interest”, it being understood that the LOC Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Participating Interests of the other Banks). On the date that any assignee becomes a party to this Agreement in accordance with Section 8.07, LOC Participating Interests in all outstanding LOCs held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank. Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOC, its obligation to make the payments specified in Section 2.02(f) and the right of the Issuing Bank to receive such payments in the manner specified therein are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit (and upon the Effective Date, with respect to each Existing Letter of Credit, and without any further action by any party to this Agreement), the respective Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the such Issuing Bank, without recourse to, or representation or warranty by, the such Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Pro Rata Share, in all of the such Issuing Bank’s rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an a “LOC Letter of Credit Participating Interest”, it being understood that the LOC Letter of Credit Participating Interest of the such Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank’s “Letter of Credit Participating Interest Commitment”. Amounts, other than Letter of Credit Advances made by a Bank other than the Issuing Banks and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Banks. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is an Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from such Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) ), and the right of the each Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other BankLender, and each other Bank Lender automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such BankLender’s Pro Rata Share, in all of the Issuing Bank’s rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank Lender being referred to herein as an a “LOC Letter of Credit Participating Interest”, it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other BanksLenders). Each Lender irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank’s “Letter of Credit Participating Interest Commitment”. Amounts, other than Letter of Credit Advances made by a Lender other than the Issuing Bank and other than Letter of Credit commissions under Section 2.09(d)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee Assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank Lender from which such assignee Assignee acquired its interest hereunder shall be proportionately reallocated between such assignee Assignee and such assignor Lender (and, to the extent such assignor Lender is the Issuing Bank, the Assignee shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank Lender hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.04(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank Lender to make any such payment shall not relieve any other Bank Lender of its funding obligation hereunder on the date due, but no Bank Lender shall be responsible for the failure of any other Bank Lender to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit (and upon the Effective Date, with respect to each Existing Letter of Credit, and without any further action by any party to this Agreement), the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateralCollateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than Letter of Credit Advances made by a Bank other than the Issuing Bank and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is the Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.02(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit and without any further action by any party to this Agreement, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other BankLender, and each other Bank Lender automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Lender's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, each drawing made thereunder, all reimbursement obligations of the Applicable Account Party under the Credit Documents with respect to such LOCLetter of Credit, and all collateralCollateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank Lender being referred to herein as an “LOC a "Letter of Credit Participating Interest”"); provided, it being understood however, that the LOC Participating Interest fees and charges relating to Letters of Credit described in SECTION 2.05(c)(ii) and (iii) shall be payable directly to the Issuing Bank is as provided therein, and the interest not otherwise attributable Lenders shall have no right to receive any portion thereof. Each Lender irrevocably and unconditionally accepts and agrees to the LOC terms set forth in the immediately preceding sentence, such agreement being herein referred to as such Lender's "Letter of Credit Participating Interests Interest Commitment". Upon any change in the Commitments of any of the other Banks)Lenders pursuant to SECTION 9.05, with respect to all outstanding Letters of Credit and Reimbursement Obligations there shall be an automatic adjustment to the participations pursuant to this Section to reflect the new pro rata shares of the assigning Lender and the Assignee. On the date that any assignee New Lender becomes a party to this Agreement in accordance with Section 8.07SECTION 2.18, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by each of the Bank from which such assignee acquired its interest hereunder Lenders (other than the New Lender) shall be proportionately reallocated between such assignee New Lender and such assignor Bankthe existing Lenders. Notwithstanding any other provision hereof, each Bank Lender hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) SECTION 2.02(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank Lender to make any such payment shall not relieve any other Bank Lender of its funding obligation hereunder on the date due, but no Bank Lender shall be responsible for the failure of any other Bank Lender to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit (and upon the Effective Date, with respect to each Existing Letter of Credit, and without any further action by any party to this Agreement), the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than Letter of Credit Advances made by a Bank other than the Issuing Bank and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is the Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.02(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with In the case of each Letter of Credit, effective as of the date of the issuance thereof (including any deemed issuance pursuant to Section 3.10 or arising from any increase or extension of any outstanding Letter of Credit pursuant to Section 3.03(b)), each LOC, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the each Issuing Bank, without recourse to, or representation or warranty by, the any such Issuing Bank, an undivided interest, interest in a proportion equal to such Bank’s Pro Rata Share's Revolving Credit Proportion, in all of the such Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC Application, all reimbursement obligations with respect to such LOC, Letter of Credit Reimbursement Obligations and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”"). Other than Letter of Credit Reimbursement Obligations and Letter of Credit commissions, it being understood that amounts payable pursuant to Section 3.02(a) from time to time under or in connection with a Letter of Credit shall be for the LOC Participating Interest sole account of the Issuing Bank is the interest not otherwise attributable to the LOC Participating Interests issuing such Letter of the other Banks)Credit. On the date that any assignee Purchasing Bank becomes a party to this Agreement in accordance with Section 8.0710.12, LOC Letter of Credit Participating Interests in all any outstanding LOCs Letters of Credit held by the Bank from which such assignee Purchasing Bank acquired its interest hereunder shall be proportionately reallocated reallotted between such assignee Purchasing Bank and such assignor transferor Bank (and, to the extent such transferor Bank is the Issuing Bank, the Purchasing Bank shall be deemed to have acquired a Letter of Credit Participating Interest from such transferor Bank to such extent). Notwithstanding Except as contemplated by the immediately preceding sentence, neither the Letter of Credit Participating Interest of any other provision hereof, each Bank hereunder nor its obligations under this Article III may be assigned or transferred without the written consent of the Issuing Bank of the underlying Letter or Letters of Credit. Each Bank hereby expressly and unconditionally agrees that its obligation to participate in each LOC, Letter of Credit issued hereunder and its obligation to make the payments specified in Section 2.02(f) and the right of the Issuing Bank to receive such payments in the manner specified therein are each 3.05 shall be absolute, irrevocable and unconditional unconditional, and shall not be affected by any event, condition or circumstance whateverwhatsoever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. (a) Generally. Concurrently with the issuance of each LOCLetter of Credit (which, in the case of the Existing Letters of Credit, shall be deemed to have occurred on the Closing Date), the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Shareshare, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC Letter of Credit Application, all reimbursement obligations with respect to such LOCthe Letter of Credit Reimbursement Obligations, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts other than Letter of Credit Reimbursement Obligations and Letter of Credit Fees payable from time to time under or in connection with a Letter of Credit or Letter of Credit Application shall be for the sole account of the Issuing Bank. On the date that any assignee Purchasing Bank becomes a party to this Agreement in accordance with Section 8.0710.13(c) hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee Purchasing Bank acquired its interest hereunder shall be proportionately reallocated between such assignee Purchasing Bank and such assignor transferor Bank (and, to the extent such transferor Bank is the Issuing Bank. Notwithstanding any other provision hereof, each the Purchasing Bank hereby agrees that its obligation shall be deemed to participate in each LOC, its obligation to make the payments specified in Section 2.02(f) and the right have acquired a Letter of Credit Participating Interest from the Issuing Bank to receive such payments in the manner specified therein are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunderextent).

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other BankLender, and each other Bank Lender automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Lender's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank Lender being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other BanksLenders). Each Lender irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than Letter of Credit Advances made by a Lender other than the Issuing Bank and other than Letter of Credit commissions under Section 2.09(d)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee Assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank Lender from which such assignee Assignee acquired its interest hereunder shall be proportionately reallocated between such assignee Assignee and such assignor Lender (and, to the extent such assignor Lender is the Issuing Bank, the Assignee shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank Lender hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.04(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank Lender to make any such payment shall not relieve any other Bank Lender of its funding obligation hereunder on the date due, but no Bank Lender shall be responsible for the failure of any other Bank Lender to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the ---------------------------------------- issuance of each LOCLetter of Credit (and upon the Effective Date, with respect to each Existing Letter of Credit, and without any further action by any party to this Agreement), the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateralCollateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter --------------------------------------- of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than -------------------------------------------------- Letter of Credit Advances made by a Bank other than the Issuing Bank and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is the Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.02(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit (and upon the Effective Date, with respect to each Existing Letter of Credit, and without any further action by any party to this Agreement), the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than Letter of Credit Advances made by a Bank other than the Issuing Bank and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is the Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereofhereof except the next succeeding sentence, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.02(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. Notwithstanding anything to the contrary herein contained, no Bank shall have any participation or funding obligation with respect to any drawing under a Replacement Letter of Credit unless the related Existing Letter of Credit shall have been cancelled or shall have terminated, in each case without any unreimbursed drawing thereunder. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other BankLender, and each other Bank Lender automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Lender's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank Lender being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other BanksLenders). Each Lender irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than Letter of Credit Advances made by a Lender other than the Issuing Bank and other than Letter of Credit commissions under Section 2.09(d)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank Lender from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Lender (and, to the extent such assignor Lender is the Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank Lender hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.04(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank Lender to make any such payment shall not relieve any other Bank Lender of its funding obligation hereunder on the date due, but no Bank Lender shall be responsible for the failure of any other Bank Lender to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit, the applicable Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other BankLender, and each other Bank Lender automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the such Issuing Bank, without recourse to, or representation or warranty by, the such Issuing Bank, an undivided interest, in a proportion equal to such BankLender’s Pro Rata Share, in all of the such Issuing Bank’s rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank Lender being referred to herein as an a “LOC Letter of Credit Participating Interest”, it being understood that the LOC Letter of Credit Participating Interest of the an Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other BanksLenders). Each Lender irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank’s “Letter of Credit Participating Interest Commitment”. Amounts, other than Letter of Credit Advances made by a Lender other than the applicable Issuing Bank and other than Letter of Credit commissions under Section 2.09(d)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the applicable Issuing Bank. On the date that any assignee Assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank Lender from which such assignee Assignee acquired its interest hereunder shall be proportionately reallocated between such assignee Assignee and such assignor Lender (and, to the extent such assignor Lender is an Issuing Bank, the Assignee shall be deemed to have acquired a Letter of Credit Participating Interest from such Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank Lender hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.04(e), and the right of the applicable Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank Lender to make any such payment shall not relieve any other Bank Lender of its funding obligation hereunder on the date due, but no Bank Lender shall be responsible for the failure of any other Bank Lender to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit (and upon the Effective Date, with respect to each Existing Letter of Credit, and without any further action by any party to this Agreement), the respective Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the such Issuing Bank, without recourse to, or representation or warranty by, the such Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Pro Rata Share, in all of the such Issuing Bank’s rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateralCollateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an a “LOC Letter of Credit Participating Interest”, it being understood that the LOC Letter of Credit Participating Interest of the such Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank’s “Letter of Credit Participating Interest Commitment”. Amounts, other than Letter of Credit Advances made by a Bank other than the Issuing Banks and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Banks. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is an Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from such Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) ), and the right of the each Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit and without any further action by any party to this Agreement, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other BankLender, and each other Bank Lender automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Lender's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, each drawing made thereunder, all reimbursement obligations of the Applicable Account Party under the Credit Documents with respect to such LOCLetter of Credit, and all collateralCollateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank Lender being referred to herein as an “LOC a "Letter of Credit Participating Interest”"); provided, it being understood however, that the LOC Participating Interest fees and charges relating to Letters of Credit described in SECTION 2.05(C)(II) and (III) shall be payable directly to the Issuing Bank is as provided therein, and the interest not otherwise attributable Lenders shall have no right to receive any portion thereof. Each Lender irrevocably and unconditionally accepts and agrees to the LOC terms set forth in the immediately preceding sentence, such agreement being herein referred to as such Lender's "Letter of Credit Participating Interests Interest Commitment". Upon any change in the Commitments of any of the other Banks)Lenders pursuant to SECTION 9.05, with respect to all outstanding Letters of Credit and Reimbursement Obligations there shall be an automatic adjustment to the participations pursuant to this Section to reflect the new pro rata shares of the assigning Lender and the Assignee. On the date that any assignee New Lender becomes a party to this Agreement in accordance with Section 8.07SECTION 2.18, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by each of the Bank from which such assignee acquired its interest hereunder Lenders (other than the New Lender) shall be proportionately reallocated between such assignee New Lender and such assignor Bankthe existing Lenders. Notwithstanding any other provision hereof, each Bank Lender hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) SECTION 2.02(E), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank Lender to make any such payment shall not relieve any other Bank Lender of its funding obligation hereunder on the date due, but no Bank Lender shall be responsible for the failure of any other Bank Lender to meet its funding obligations hereunder. On the Restatement Effective Date (i) each outstanding Letter of Credit will continue in full force and effect as a Letter of Credit issued under this Agreement and (ii) the Letter of Credit Participating Interests shall automatically be reallocated to reflect the Lenders' Letter of Credit Participating Interest Percentages at such time.

Letter of Credit Participating Interests. (a) Generally. Concurrently with the issuance of each LOCLetter of --------- Credit, the applicable Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other BankLender, and each other Bank Lender automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the applicable Issuing Bank, without recourse to, or representation or warranty by, the applicable Issuing Bank, an undivided interest, in a proportion equal to such Bank’s Xxxxxx's Pro Rata Shareshare, in all of the applicable Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC Letter of Credit Application, all reimbursement obligations with respect to such LOCthe Letter of Credit Agreement, the Reimbursement Obligations and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank Lender being referred to herein as an “LOC a "Letter of Credit Participating Interest”, it being understood that "). Amounts other than Letter of Credit Reimbursement Obligations and Standby Letter of Credit Fees payable from time to time under or in connection with the LOC Participating Interest Letter of Credit Agreement or a Letter of Credit or Letter of Credit Application shall be for the sole account of the applicable Issuing Bank is the interest not otherwise attributable to the LOC Participating Interests of the other Banks)Bank. On the date that any assignee Purchasing Lender becomes a party to this Agreement in accordance with Section 8.0710.14 hereof, LOC Letter of Credit Participating Interests in all any outstanding LOCs Letters of Credit held by the Bank Lender from which such assignee Purchasing Lender acquired its interest hereunder shall be proportionately reallocated reallotted between such assignee Purchasing Lender and such assignor Bank. Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOC, its obligation to make the payments specified in Section 2.02(f) and the right of the Issuing Bank to receive such payments in the manner specified therein are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereundertransferor Lender.

Letter of Credit Participating Interests. (a) Generally. Concurrently with the issuance of each LOCLetter of Credit, --------- the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Shareshare, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC Letter of Credit Application, all reimbursement obligations with respect to such LOCthe Letter of Credit Reimbursement Obligations, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts other than Letter of Credit Reimbursement Obligations and Letter of Credit Fees payable from time to time under or in connection with a Letter of Credit or Letter of Credit Application shall be for the sole account of the Issuing Bank. On the date that any assignee Purchasing Bank becomes a party to this Agreement in accordance with Section 8.079.13(c) hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee Purchasing Bank acquired its interest hereunder shall be proportionately reallocated between such assignee Purchasing Bank and such assignor transferor Bank (and, to the extent such transferor Bank is the Issuing Bank. Notwithstanding any other provision hereof, each the Purchasing Bank hereby agrees that its obligation shall be deemed to participate in each LOC, its obligation to make the payments specified in Section 2.02(f) and the right have acquired a Letter of Credit Participating Interest from the Issuing Bank to receive such payments in the manner specified therein are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunderextent).

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit, the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than Letter of Credit Advances made by a Bank other than the Issuing Bank and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is the Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereof, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.02(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.

Letter of Credit Participating Interests. Concurrently with the issuance of each LOCLetter of Credit (and upon the Effective Date, with respect to each Existing Letter of Credit, and without any further action by any party to this Agreement), the Issuing Bank automatically shall be deemed, irrevocably and unconditionally, to have sold, assigned, transferred and conveyed to each other Bank, and each other Bank automatically shall be deemed, irrevocably and unconditionally, severally to have purchased, acquired, accepted and assumed from the Issuing Bank, without recourse to, or representation or warranty by, the Issuing Bank, an undivided interest, in a proportion equal to such Bank’s 's Pro Rata Share, in all of the Issuing Bank’s 's rights and obligations in, to or under such LOCLetter of Credit, the related LOC ApplicationLetter of Credit Agreement, all reimbursement obligations with respect to such LOCLetter of Credit, and all collateral, guarantees and other rights from time to time directly or indirectly securing or supporting the foregoing (such interest of each Bank being referred to herein as an “LOC a "Letter of Credit Participating Interest”", it being understood that the LOC Letter of Credit Participating Interest of the Issuing Bank is the interest not otherwise attributable to the LOC Letter of Credit Participating Interests of the other Banks). Each Bank irrevocably and unconditionally agrees to the immediately preceding sentence, such agreement being herein referred to as such Bank's "Letter of Credit Participating Interest Commitment". Amounts, other than Letter of Credit Advances made by a Bank other than the Issuing Bank and other than Letter of Credit commissions under Section 2.05(c)(i), payable from time to time under or in connection with a Letter of Credit or Letter of Credit Agreement shall be for the sole account of the Issuing Bank. On the date that any assignee becomes a party to this Agreement in accordance with Section 8.079.07 hereof, LOC Letter of Credit Participating Interests in all outstanding LOCs Letters of Credit held by the Bank from which such assignee acquired its interest hereunder shall be proportionately reallocated between such assignee and such assignor Bank (and, to the extent such assignor Bank is the Issuing Bank, the assignee Bank shall be deemed to have acquired a Letter of Credit Participating Interest from the Issuing Bank to such extent). Notwithstanding any other provision hereofhereof except the next succeeding sentence, each Bank hereby agrees that its obligation to participate in each LOCLetter of Credit, its obligation to make the payments specified in Section 2.02(f) 2.02(e), and the right of the Issuing Bank to receive such payments in the manner specified therein therein, are each absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. Notwithstanding anything to the contrary herein contained, no Bank shall have any participation or funding obligation with respect to any drawing under the Replacement Letter of Credit unless the Existing Mellon Letter of Credit shall have been cancelled or shall have terminated, in each case without any unreimbursed drawing thereunder. The failure of any Bank to make any such payment shall not relieve any other Bank of its funding obligation hereunder on the date due, but no Bank shall be responsible for the failure of any other Bank to meet its funding obligations hereunder.