Common use of Letter of Credit Participation Interests Clause in Contracts

Letter of Credit Participation Interests. Concurrently with the issuance of each 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 Lender, and each 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 Lender’s Pro Rata Share, in all of the Issuing Bank’s rights and obligations in, to or under such Letter of Credit, the related Letter of Credit Agreement, each drawing made thereunder, all obligations of the Applicable Account Party under the Credit Documents with respect to such Letter of Credit, and all Collateral, guarantees and other rights from time to time directly or indirectly securing the foregoing (such interest of each Lender being referred to herein as an “L/C Participation Interest”); provided, however, that the fees and charges relating to Letters of Credit described in Section 2.5(c)(ii) shall be payable directly to the Issuing Bank as provided therein, and the Lenders shall have no right to receive any portion thereof. Each Lender irrevocably and unconditionally accepts and agrees to the terms set forth in the immediately preceding sentence. Upon any change in the Commitments of any of the Lenders pursuant to Section 9.5 or otherwise, 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 L/C Commitment Percentages of the Lenders. On the date that any New Lender becomes a party to this Agreement or an existing Lender increases its L/C Commitment, in each case in accordance with Section 2.18, L/C Participation Interests in all outstanding Letters of Credit held by each of the Lenders (including any New Lender) shall automatically be reallocated to reflect the Lenders’ L/C Commitment Percentages at such time. Notwithstanding any other provision hereof, each Lender hereby agrees that its obligation to participate in each Letter of Credit, its obligation to make the payments specified in Section 2.2(e), 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 as more particularly set forth in Section 2.3(a)(ii). The failure of any Lender to make any such payment shall not relieve any other Lender of its funding obligation hereunder on the date due, but no Lender shall be responsible for the failure of any other 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 L/C Participation Interests shall automatically be reallocated to reflect the Lenders’ L/C Commitment Percentages at such time.

Letter of Credit Participation Interests. Concurrently with the issuance of each 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 Lender, and each other 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 Lender’s Pro Rata Share, in all of the Issuing Bank’s rights and obligations in, to or under such Letter of Credit, the related Letter of Credit Agreement, each drawing made thereunder, all obligations of the Applicable Account Party under the Credit Documents with respect to such Letter of Credit, and all Collateral, guarantees and other rights from time to time directly or indirectly securing the foregoing (such interest of each Lender being referred to herein as an “L/C Participation Interest”); provided, however, that the fees and charges relating to Letters of Credit described in Section 2.5(c)(ii2.05(c)(ii) shall be payable directly to the Issuing Bank as provided therein, and the Lenders shall have no right to receive any portion thereof. Each Lender irrevocably and unconditionally accepts and agrees to the terms set forth in the immediately preceding sentence. Upon any change in the Commitments of any of the Lenders pursuant to Section 9.5 or otherwise9.05, 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 L/C Commitment Percentages Pro Rata Shares of the Lendersassigning Lender and the Assignee. On the date that any New Lender becomes a party to this Agreement or an existing Lender increases its L/C Commitment, in each case in accordance with Section 2.18, L/C Participation Interests in all outstanding Letters of Credit held by each of the Lenders (including any other than the New Lender) shall automatically be proportionately reallocated to reflect between such New Lender and the existing Lenders’ L/C Commitment Percentages at such time. Notwithstanding any other provision hereof, each Lender hereby agrees that its obligation to participate in each Letter of Credit, its obligation to make the payments specified in Section 2.2(e2.02(e), 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 as more particularly set forth in Section 2.3(a)(ii)whatever. The failure of any Lender to make any such payment shall not relieve any other Lender of its funding obligation hereunder on the date due, but no Lender shall be responsible for the failure of any other 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 L/C Participation Interests shall automatically be reallocated to reflect the Lenders’ L/C Commitment Percentages at such time.