Common use of Letter of Credit Participation Clause in Contracts

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s own account and risk an undivided interest equal to such Lender’s Proportionate Share of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender’s Proportionate Share of the amount of such draft, or any part thereof, that is not so reimbursed; providedthat no Lender shall be required to pay more than such Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amount. The obligation of each Lender to pay such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Default.

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s 's own account and risk an undivided interest equal to such Lender’s 's Proportionate Share of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s 's obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender’s 's Proportionate Share of the amount of such draft, or any part thereof, that is not so reimbursed; providedthat provided that no Lender shall be required to pay more than such Lender’s 's Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s 's available commitment amount. The obligation of each Lender to pay such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Default.

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to Immediately upon the issuance of ------------------------------ each Lender, and, to induce the Administrative Agent to issue letters Letter of credit under this Loan AgreementCredit hereunder, each Lender shall be deemed to have automatically, irrevocably agrees to accept and purchase unconditionally purchased and hereby accepts and purchases received from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s own account and risk applicable Issuing Lender an undivided interest and participation in and to such Letter of Credit, the obligations of the applicable Borrower in respect thereof, and the liability of the applicable Issuing Lender thereunder (collectively, an "L/C INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender’s Proportionate Share 's Pro Rata Share. The Agent will notify each Lender (or in the case of an Issuing Lender other than First Chicago, such Issuing Lender shall notify the Agent who in turn will notify each Lender) promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Business Day on which the applicable Issuing Lender makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to , each Lender a certificate of participationshall make payment to the Agent, if requested by for the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance account of the letter of creditapplicable Issuing Bank, such Lender shall pay to the Administrative Agent upon demand in immediately available funds, in an amount equal to such Lender’s Proportionate 's Pro Rata Share of the amount of such draft, payment or draw. Any Issuing Lender may direct the Agent to make such a request with respect to Letters of Credit issued by such Issuing Lender. Upon the Agent's receipt of funds as a result of an Issuing Lender's payment on an L/C Draft or any part thereofother draw on a Letter of Credit issued by such Issuing Lender, that is the Agent shall promptly pay such funds to the Issuing Lender. If an Issuing Lender has not so reimbursed; providedthat no directed the Agent to make such a request and the applicable Borrower fails to repay the amount of any draft in accordance with Section 2.23, then, upon direction from the Issuing Lender, the Agent shall ------------ notify each Lender of such failure, and each Lender shall be required promptly make payment to pay more than the Agent, in immediately available funds, in an amount equal to such Lender’s Proportionate 's Pro Rata Share in of the letter amount of credit sublimit or, in any event, more than such Lender’s available commitment amountpayment or draw. The obligation of each Lender to pay reimburse the Agent under this Section 2.22 shall be ------------ unconditional, continuing, irrevocable and absolute. In the event that any Lender fails to make payment to the Agent of any amount due under this Section ------- 2.22, the Agent shall be entitled to receive, retain and apply against such ---- obligation the principal and interest otherwise payable to such Lender hereunder until the 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 applicable Issuing Lender for such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Default.in accordance with this Section 2.22. ------------

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to Immediately upon the issuance of each Lender, and, to induce Letter of Credit by the Administrative Agent to issue letters of credit under this Loan AgreementIssuing Lender hereunder, each Lender shall be deemed to have automatically, irrevocably agrees to accept and purchase unconditionally purchased and hereby accepts and purchases received from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s own account and risk Issuing Lender an undivided interest equal and participation in and to such Lender’s Proportionate Share Letter of Credit, the letter obligations of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with respect thereof, and the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance liability of the letter Issuing Lender thereunder (collectively, an "L/C Interest") in an amount equal to the amount available for drawing under such Letter of creditCredit multiplied by such Lender's Pro Rata Share. The Issuing Lender will notify the Agent promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit, and the Agent will promptly notify each Lender. On or at any time after the Business Day on which the Issuing Lender makes payment of each such L/C Draft or any other draw on a Letter of Credit, on demand of the Issuing Lender received by each Lender not later than 1:00 p.m. (Chicago time) on such Business Day, each Lender shall pay make payment on such Business Day to the Administrative Agent upon demand for the account of the Issuing Lender, in immediately available funds in the Agreed Currency of such Letter of Credit, in an amount equal to such Lender’s Proportionate 's Pro Rata Share of the amount of such draft, the Borrower's unpaid Reimbursement Obligation with respect thereto. Upon the Agent's receipt of funds as a result of the Issuing Lender's payment on an L/C Draft or any part thereofother draw on a Letter of Credit issued by the Issuing Lender, that is not so reimbursed; providedthat no Lender the Agent shall be required promptly pay such funds to pay more than such the Issuing Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amount. The obligation of each Lender to pay the Agent for the account of the Issuing Lender under this Section 2.4.2 shall be unconditional, continuing, irrevocable and absolute. In the event that any Lender fails to make payment to the Agent of any amount due under this Section 2.4.2, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent on behalf of the Issuing Lender 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 shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Defaultin accordance with this Section 2.4.2.

Letter of Credit Participation. On the date of this Agreement with respect to the Letters of Credit identified on Schedule 3.2 and immediately upon the issuance of each Letter of Credit hereunder, each Revolving Lender with a Revolving Loan Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuing Bank an undivided interest and participation in and to such Letter of Credit, the obligations of the Company in respect thereof, and the liability of such Issuing Bank thereunder (acollectively, an “L/C Interest”) The Administrative Agent irrevocably in an amount equal to the Dollar Amount available for drawing under such Letter of Credit multiplied by such Revolving Lender’s Revolving Loan Pro Rata Share. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to grant and hereby grants pay to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars such Revolving Lender’s Revolving Loan Pro Rata Share of each payment made by an Issuing Bank pursuant to a Letter of Credit and not reimbursed by the Company on the terms date due as provided in Section 3.7, or of any reimbursement payment required to be refunded to the Company for any reason. Each Revolving Lender acknowledges and conditions hereinafter statedagrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, for such Lender’s own account including any amendment, renewal or extension of any Letter of Credit or the occurrence and risk an undivided interest equal to such Lender’s Proportionate Share continuance of a Default or Unmatured Default or reduction or termination of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiaryRevolving Credit Commitments, and reference number of that each letter of credit issued and outstandingsuch payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each In the event that any Revolving Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay fails to make payment to the Administrative Agent upon demand an of any amount equal due under this Section 3.6, the Administrative Agent shall be entitled to receive, retain and apply against such obligation in accordance with Section 12.2(B) amounts otherwise payable to such Lender’s Proportionate Share Revolving Lender hereunder until the Administrative Agent receives such payment from such Revolving Lender or such obligation is otherwise fully satisfied, and such obligation shall accrue interest at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the amount of date such draftobligation is fully satisfied; provided, or any part thereofhowever, that is not so reimbursed; providedthat no nothing contained in this sentence shall relieve such Revolving Lender shall be required of its obligation to pay more than such Lender’s Proportionate Share in reimburse the letter of credit sublimit or, in any event, more than such Lender’s available commitment amount. The obligation of each Lender to pay applicable Issuing Bank for such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Defaultin accordance with this Section 3.6.

Letter of Credit Participation. Immediately (i) upon the Closing Date with respect to the Existing Letter of Credit and (ii) upon the issuance of each additional Letter of Credit hereunder, each Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuing Lender an undivided interest and participation in and to such Letter of Credit, the obligations of the Borrower (and the applicable Specified Subsidiary which is the co-applicant) in respect thereof, and the liability of the applicable Issuing Lender thereunder (collectively, an "L/C INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Pro Rata Share. The Agent will notify each Lender (or in the case of an Issuing Lender other than the Agent, such Issuing Lender shall notify the Agent who in turn will notify each Lender) promptly (a) The Administrative Agent irrevocably agrees upon the issuance of any Letter of Credit and (b) upon presentation to grant and hereby grants it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Business Day on which the applicable Issuing Lender makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand of the applicable Issuing Lender (which demand shall not require payment prior to each Lender, and, the Business Day such payment is required to induce be made by the Administrative Agent to issue letters Issuing Lender under the Letter of credit under this Loan AgreementCredit), each Lender irrevocably agrees shall make payment to accept and purchase and hereby accepts and purchases from the Administrative Agent, on Agent for the terms and conditions hereinafter stated, for such Lender’s own account and risk an undivided interest equal to such Lender’s Proportionate Share of the letter of credit sublimit described applicable Issuing Lender, in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand immediately available funds on an amount equal to such Lender’s Proportionate Share 's pro rata share of the amount of such draft, payment or any part thereof, that is not so reimbursed; providedthat no Lender shall be required to pay more than such Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amountdraw. The obligation of each Lender to pay reimburse the Agent for the account of the applicable Issuing Lender under this SECTION 2.22 shall be unconditional, continuing, irrevocable and absolute. In the event that any Lender fails to make payment to the Agent for the account of the applicable Issuing Lender of any amount due under this SECTION 2.22, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender on behalf of the applicable Issuing 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 on behalf of the applicable Issuing Lender for such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Defaultin accordance with this SECTION 2.22.

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to Immediately upon issuance of each Lender, and, to induce Letter of Credit by the Administrative Agent to issue letters of credit under this Loan AgreementL/C Issuer hereunder, each Lender shall be deemed to have automatically, irrevocably agrees to accept and purchase unconditionally purchased and hereby accepts and purchases received from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s own account and risk L/C Issuer an undivided interest and participation in and to such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the L/C Issuer thereunder (collectively, an "L/C INTEREST") in an amount equal to the amount available for drawing under such Letters of Credit multiplied by a fraction having as its numerator, such Lender's Commitment, and as its denominator, the Aggregate Commitment. The L/C Issuer will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit. On the Business Day on which the L/C Issuer makes payment of any L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the L/C Issuer (provided that the Borrower has not prior thereto made payment therefor and no Floating Rate Advance has been made pursuant to SECTION 2.21.3 with respect thereto), each Lender shall make payment to the Agent, for credit to the L/C Issuer, in immediately available funds in an amount equal to such Lender’s Proportionate Share 's ratable share (determined in accordance with the fraction described above) of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of such payment or draw. Provided that each draft paid Letter of Credit is issued by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower L/C Issuer in accordance with the terms of this Loan Agreement or Agreement, the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender’s Proportionate Share of the amount of such draft, or any part thereof, that is not so reimbursed; providedthat no Lender shall be required to pay more than such Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amount. The obligation of each Lender to pay reimburse the L/C Issuer under this SECTION 2.21.2 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the occurrence of the Facility Termination Date or the reduction, suspension or termination (except pursuant to SECTION 2.18) of the Aggregate Commitment or such Lender's Commitment in accordance with the terms of this Agreement. In the event that any Lender fails to make payment to the Agent of any amount due to the L/C Issuer under this SECTION 2.21.2, the Agent shall be entitled to receive for the benefit of the L/C Issuer, and the L/C Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest and other amounts otherwise payable to such Lender hereunder (whether in respect of Revolving Loans, Swing Line Loans, Letters of Credit or otherwise) until the 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 L/C Issuer for such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Defaultin accordance with this SECTION 2.21.2.

Letter of Credit Participation. Immediately upon the issuance of each additional Letter of Credit hereunder, each Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuing Lender an undivided interest and participation in and to such Letter of Credit, the obligations of the Borrower (and the applicable Subsidiary, if any, which is the co-applicant) in respect thereof, and the liability of the applicable Issuing Lender thereunder (collectively, an "L/C INTEREST") in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Lender's Pro Rata Share. The Agent will notify each Lender (or in the case of an Issuing Lender other than the Agent, such Issuing Lender shall notify the Agent who in turn will notify each Lender) promptly (a) The Administrative Agent irrevocably agrees upon the issuance of any Letter of Credit and (b) upon presentation to grant and hereby grants it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Business Day on which the applicable Issuing Lender makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand of the applicable Issuing Lender (which demand shall not require payment prior to each Lender, and, the Business Day such payment is required to induce be made by the Administrative Agent to issue letters Issuing Lender under the Letter of credit under this Loan AgreementCredit), each Lender irrevocably agrees shall make payment to accept and purchase and hereby accepts and purchases from the Administrative Agent, on Agent for the terms and conditions hereinafter stated, for such Lender’s own account and risk an undivided interest equal to such Lender’s Proportionate Share of the letter of credit sublimit described applicable Issuing Lender in this Loan Agreement immediately available funds in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender’s Proportionate 's Pro Rata Share of the Aggregate Revolving Loan Commitment of the amount of such draft, payment or any part thereof, that is not so reimbursed; providedthat no Lender shall be required to pay more than such Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amountdraw. The obligation of each Lender to pay reimburse the Agent for the account of the applicable Issuing Lender under this SECTION 2.22 shall be unconditional, continuing, irrevocable and absolute. In the event that any Lender fails to make payment to the Agent for the account of the applicable Issuing Lender of any amount due under this SECTION 2.22, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender on behalf of the applicable Issuing 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 on behalf of the applicable Issuing Lender for such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Defaultin accordance with this SECTION 2.22.

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to Immediately upon issuance of each Lender, and, to induce Letter of Credit by the Administrative Agent to issue letters of credit under this Loan AgreementL/C Issuer hereunder, each Lender shall be deemed to have automatically, irrevocably agrees to accept and purchase unconditionally purchased and hereby accepts and purchases received from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s own account and risk L/C Issuer an undivided interest and participation in and to such Letter of Credit, the obligations of the Borrower in respect thereof, and the liability of the L/C Issuer thereunder (collectively, an "L/C INTEREST") in an amount equal to the amount available for drawing under such Letters of Credit multiplied by a fraction having as its numerator, such Lender's Facility A Commitment, and as its denominator, the Facility A Aggregate Commitment. The L/C Issuer will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit. On the Business Day on which the L/C Issuer makes payment of any L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the L/C Issuer (provided that the Borrower has not prior thereto made payment therefor and no Floating Rate Advance has been made pursuant to SECTION 2.21.3 with respect thereto), each Lender shall make payment to the Agent, for credit to the L/C Issuer, in immediately available funds in an amount equal to such Lender’s Proportionate Share 's ratable share (determined in accordance with the fraction described above) of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of such payment or draw. Provided that each draft paid Letter of Credit is issued by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower L/C Issuer in accordance with the terms of this Loan Agreement or Agreement, the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender’s Proportionate Share of the amount of such draft, or any part thereof, that is not so reimbursed; providedthat no Lender shall be required to pay more than such Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amount. The obligation of each Lender to pay reimburse the L/C Issuer under this SECTION 2.21.2 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the occurrence of the Facility A Termination Date or the reduction, suspension or termination (except pursuant to SECTION 2.18) of the Facility A Aggregate Commitment or such Lender's Facility A Commitment in accordance with the terms of this Agreement. In the event that any Lender fails to make payment to the Agent of any amount due to the L/C Issuer under this SECTION 2.21.2, the Agent shall be entitled to receive for the benefit of the L/C Issuer, and the L/C Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest and other amounts otherwise payable to such Lender hereunder (whether in respect of Facility A Revolving Loans, Facility B Revolving Loans, Swing Line Loans, Letters of Credit or otherwise) until the 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 L/C Issuer for such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Defaultin accordance with this SECTION 2.21.2.

Letter of Credit Participation. (a) The Administrative Agent irrevocably agrees to grant and hereby grants to each Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, each Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative Agent, on the terms and conditions hereinafter stated, for such Lender’s own account and risk an undivided interest equal to such Lender’s Proportionate Share of the letter of credit sublimit described in this Loan Agreement in the Administrative Agent’s obligations and rights under each letter of credit issued under this Loan Agreement and the amount of each draft paid by the Administrative Agent thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Lender unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any letter of credit for which the Administrative Agent is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Lender shall pay to the Administrative Agent upon demand an amount equal to such Lender’s Proportionate Share of the amount of such draft, or any part thereof, that is not so reimbursed; providedthat provided that no Lender shall be required to pay more than such Lender’s Proportionate Share in the letter of credit sublimit or, in any event, more than such Lender’s available commitment amount. The obligation of each Lender to pay such amount shall be unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may not be terminated, suspended or delayed for any reason, including any Event of Default.

Letter of Credit Participation. (a) The Administrative Agent Effective on the date of issuance of each Letter of Credit (including, without limitation, each Existing Letter of Credit which is deemed issued on the Closing Date), the Issuing Lender irrevocably agrees to grant and hereby grants to each Participating Lender, and, to induce the Administrative Agent to issue letters of credit under this Loan Agreement, and each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Administrative AgentIssuing Lender, on the terms and conditions hereinafter stated, for such the Participating Lender’s 's own account and risk risk, an undivided interest equal to such the Participating Lender’s Proportionate Share of the letter of credit sublimit described in this Loan Agreement 's Commitment Percentage in the Administrative Agent’s Issuing Lender's obligations and rights under each letter Letter of credit Credit issued under this Loan Agreement by the Issuing Lender and the amount of each draft paid by the Administrative Agent Issuing Lender thereunder. Administrative Agent shall promptly after such issuance (or renewal or release) execute and deliver to each Lender a certificate of participation, if requested by the Lender confirming the date of issue, amount, expiry (including any renewals), beneficiary, and reference number of each letter of credit issued and outstanding. Each Participating Lender unconditionally and irrevocably agrees with the Administrative Agent Issuing Lender that, if a draft is paid under any letter Letter of credit Credit for which the Administrative Agent Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Loan Agreement or Agreement, the reimbursement agreements executed by the Borrower at the time of issuance of the letter of credit, such Participating Lender shall pay to Administrative Agent, for the Administrative Agent account of the Issuing Lender, upon demand at Administrative Agent's address specified in SECTION 12.10, an amount equal to such the Participating Lender’s Proportionate Share 's Commitment Percentage of the amount of such the draft, or any part thereof, that which is not so reimbursed; providedthat no . On the date that any assignee becomes a Lender party to this Agreement in accordance with SECTION 12.08, participating interests in any outstanding Letters of Credit held by the transferor Lender from which the assignee acquired its interest hereunder shall be required proportionately reallotted between the assignee and the transferor Lender. Each Participating Lender hereby agrees that its obligation to participate in each Letter of Credit, and to pay more than such Lender’s Proportionate Share in or to reimburse the letter Issuing Lender for its participating share of credit sublimit orthe drafts drawn or amounts otherwise paid thereunder, in any eventis absolute, more than such Lender’s available commitment amount. The obligation of each Lender to pay such amount shall be irrevocable, and unconditional and irrevocable under any and all circumstances (other than the gross negligence or willful misconduct of the Administrative Agent) and may shall not be terminatedaffected by any circumstances whatsoever (including, suspended without limitation, the occurrence or delayed for continuance of any reason, including any Default or Event of Default), and that each payment shall be made without offset, abatement, withholding, or other reduction whatsoever.