Common use of Letter of Credit Participation Clause in Contracts

Letter of Credit Participation. Immediately upon issuance of each Letter of Credit by the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit), each Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable 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 applicable Issuer thereunder (collectively, an “L/C Interest”) in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of Credit. If the Borrower at any time fails to repay a Reimbursement Obligation, the applicable Issuer (or the Agent, on its behalf) will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit, such notice to be given at least three Business Days before the Business Day on which the applicable Issuer makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable Issuer. On or before the Business Day on which the applicable Issuer makes payment of each such L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the applicable Issuer, each Lender shall make payment to the applicable Issuer (or to the Agent for the account of the applicable Issuer), in immediately available funds in an amount equal to such Lender’s Pro Rata Share of the amount of such payment or draw. Unless, with respect to such specific Letter of Credit, the Required Revolving Lenders shall have notified the Agent prior to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the obligation of each Lender to reimburse the applicable Issuer under this Section 2.20.2 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1. In the event that any Lender fails to make payment to the applicable Issuer of any amount due under this Section 2.20.2, the applicable Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the applicable Issuer 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 Issuer for such amount in accordance with this Section 2.20.2.

Letter of Credit Participation. Immediately On the Closing Date with respect ------------------------------ to the Existing Letters of Credit, and immediately upon the issuance of each Letter of Credit by the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit)any Issuing Lender hereunder, each Lender that has a Commitment shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuer 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 Issuer Issuing Lender thereunder (collectively, an “"L/C Interest”") in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of CreditCredit multiplied by such Lender's Revolving Credit Share. If the Borrower at any time fails to repay a Reimbursement Obligation, the The applicable Issuer (or the Agent, on its behalf) Issuing Lender will notify each Lender the Agent promptly upon presentation to it of an L/C Draft or upon any other draw under any a Letter of Credit, such notice to be given at least three Business Days before Credit and the Business Day on which the applicable Issuer makes payment of Agent will promptly notify each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable IssuerLender that has a Commitment. On or before the Business Day on which the applicable Issuer Issuing Lender makes payment of each such L/C Draft or, in the case of or any other draw on the a Letter of Credit, on demand of the applicable IssuerAgent received by each Lender that has a Commitment not later than 12:00 noon (Seoul, Korea time) on the fifth (5th) Business Day after the date of such demand with respect to Letters of Credit issued for the account of Purina Korea, Inc., and 12:00 noon (New York time) on the third (3d) Business Day after the date of such demand with respect to all other Letters of Credit, each Lender (other than the Issuing Lender) shall make payment to the applicable Issuer (or on such Business Day to the Agent for the account of the applicable Issuer)Issuing Lender, in immediately available funds in the applicable currency in an amount equal to such Lender’s Pro Rata 's Revolving Credit Share of the amount of such payment or draw. Unless, with respect to such specific Letter of Credit, the Required Revolving Lenders shall have notified the Agent prior to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the obligation of each Lender to reimburse the applicable Issuer under this Section 2.20.2 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1. In the event that any Lender fails to make payment to the applicable Issuer of any amount due under this Section 2.20.2, the applicable Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the applicable Issuer 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 Issuer for such amount in accordance with this Section 2.20.2.

Letter of Credit Participation. Immediately upon issuance of each Letter of Credit by the Issuer Agent hereunder (and on the Effective Date, with respect to the Existing Letters of Credit), each Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable 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 applicable Issuer thereunder (collectively, an “L/C Interest”) in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of CreditCredit multiplied by a fraction having as its numerator such Lender’s Revolving Commitment and as its denominator the Aggregate Revolving Commitment. If the Borrower at any time fails to repay a “Reimbursement Obligation” (as defined in Section 2.20.3), the applicable Issuer (or the Agent, on its behalf) will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit, such notice to be given at least three (3) Business Days before the Business Day on which the applicable Issuer makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable Issuer. On or before the Business Day on which the applicable Issuer makes payment of each such L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the applicable Issuer, each Lender shall make payment to the applicable Issuer (or to the Agent for the account of the applicable Issuer), in immediately available funds in an amount equal to such Lender’s Pro Rata Share ratable share (determined in accordance with the fraction described above) of the amount of such payment or draw. Unless, with respect to such specific Letter of Credit, the Required Revolving Lenders shall have notified the Agent prior to the Issuer Agent issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the obligation of each Lender to reimburse the applicable Issuer under this Section 2.20.2 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or Section 8.1. In the event that any Lender fails to make payment to the applicable Issuer of any amount due under this Section 2.20.2, the applicable Issuer shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the applicable Issuer 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 Issuer for such amount in accordance with this Section 2.20.2.

Letter of Credit Participation. Immediately 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 by the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit)hereunder, each Lender with a Pro Rata Share shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuer Issuing Bank 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 applicable Issuer such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to its Pro Rata Share of the amount Dollar Amount available for drawing under such Letter of CreditCredit multiplied by such Lender's Pro Rata Share. If the Borrower at any time fails to repay a Reimbursement Obligation, the applicable Issuer (or the Agent, on its behalf) Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any a Letter of Credit, such notice to be given at least three Business Days before the Business Day on which the applicable Issuer makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable Issuer. On or before the Business Day on which the applicable Issuer an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on the a Letter of Credit, on demand of by the Administrative Agent or the applicable IssuerIssuing Bank, each Lender shall make payment to the applicable Issuer (or to the Agent Administrative Agent, for the account of the applicable Issuer)Issuing Bank, in immediately available funds in the Agreed Currency in an amount equal to such Lender’s 's Pro Rata Share of the amount Dollar Amount of such payment or draw. Unless, with respect to such specific Letter of Credit, the Required Revolving Lenders shall have notified the Agent prior to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the The obligation of each Lender to reimburse the applicable Issuer Issuing Banks under this Section 2.20.2 SECTION 3.6 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1absolute. In the event that any Lender fails to make payment to the applicable Issuer Administrative Agent of any amount due under this Section 2.20.2SECTION 3.6, the applicable Issuer Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the applicable Issuer Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Lender of its obligation to reimburse the applicable Issuer Issuing Bank for such amount in accordance with this Section 2.20.2SECTION 3.6.

Letter of Credit Participation. Immediately on the Closing Date with respect to the Existing Letters of Credit and upon the issuance of each Letter of Credit by the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit)any Issuing Lender hereunder, each Lender that has a Revolving Loan Commitment shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuer 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 Issuer Issuing Lender thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of CreditCredit multiplied by such Lender's Revolving Credit Share. If the Borrower at any time fails to repay a Reimbursement Obligation, the The applicable Issuer (or the Agent, on its behalf) Issuing Lender will notify each Lender the Administrative Agent promptly upon presentation to it of an L/C Draft or upon any other draw under any a Letter of Credit, such notice to be given at least three Business Days before Credit and the Business Day on which the applicable Issuer makes payment of Administrative Agent will promptly notify each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable IssuerLender that has a Revolving Loan Commitment. On or before the Business Day on which the applicable Issuer Issuing Lender makes payment of each such L/C Draft or, in the case of or any other draw on the a Letter of Credit, on demand of the applicable IssuerIssuing Lender received by each Lender that has a Revolving Loan Commitment not later than 12:00 noon (Chicago time) on such Business Day, each Lender shall make payment on such Business Day to the applicable Issuer (or to the Administrative Agent for the account of the applicable Issuer)Issuing Lender, in immediately available funds in the applicable currency in an amount equal to such Lender’s Pro Rata 's Revolving Credit Share of the amount of such payment or draw. Unless, with respect to such specific Upon the Administrative Agent's receipt of funds as a result of an Issuing Lender's payment on an L/C Draft or any other draw on a Letter of CreditCredit issued by an Issuing Lender, the Required Revolving Lenders Administrative Agent shall have notified the Agent prior promptly pay such funds to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the Issuing Lender. The obligation of each Lender that has a Revolving Loan Commitment to reimburse pay the Administrative Agent for the account of the applicable Issuer Issuing Lender under this Section 2.20.2 2.22 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1absolute. In the event that any such Lender fails to make payment to the applicable Issuer Administrative Agent of any amount due under this Section 2.20.22.22, the applicable Issuer Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent on behalf of the applicable Issuer 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 applicable Issuer Administrative Agent for such amount in accordance with this Section 2.20.22.22.

Letter of Credit Participation. Immediately upon issuance of each Letter of Credit by the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit)Agent hereunder, each Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuer Agent 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 applicable Issuer Agent thereunder (collectively, an “"L/C Interest”") in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of CreditCredit multiplied by a fraction having as its numerator such Lender's Commitment and as its denominator the Aggregate Commitment. If the Borrower at any time fails to repay a "Reimbursement Obligation" (as defined in Section 2.19.3), the applicable Issuer (or the Agent, on its behalf) Agent will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any Letter of Credit, such notice to be given at least three (3) Business Days before the Business Day on which the applicable Issuer Agent makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable IssuerAgent. On or before the Business Day on which the applicable Issuer Agent makes payment of each such L/C Draft or, in the case of any other draw on the Letter of Credit, on demand of the applicable IssuerAgent, each Lender shall make payment to the applicable Issuer (or to the Agent for the account of the applicable Issuer)Agent, in immediately available funds in an amount equal to such Lender’s Pro Rata Share 's ratable share (determined in accordance with the fraction described above) of the amount of such payment or draw. Unless, with respect to such specific Letter of Credit, Unless the Required Revolving Lenders shall have notified the Agent prior to the Issuer Agent issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the obligation of each Lender to reimburse the applicable Issuer Agent under this Section 2.20.2 2.19.2 shall be unconditional, continuing, irrevocable and absolute and shall not be affected or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b2.10(b) or Section 8.1. In the event that any Lender fails to make payment to the applicable Issuer Agent of any amount due under this Section 2.20.22.19.2, the applicable Issuer Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the applicable Issuer 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 Issuer Agent for such amount in accordance with this Section 2.20.22.19.2.

Letter of Credit Participation. Immediately Unless a Lender shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then been satisfied, immediately upon the issuance of each other Letter of Credit by the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit)hereunder, each Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuer Issuing Bank 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 applicable Issuer such Issuing Bank thereunder (collectively, an “"L/C Interest”INTEREST") in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of CreditCredit multiplied by such Lender's Pro Rata Share. If the Borrower at any time fails to repay a Reimbursement Obligation, the applicable Issuer (or the Agent, on its behalf) Each Issuing Bank will notify each Lender promptly upon presentation to it of an L/C Draft or upon any other draw under any a Letter of Credit, such notice to be given at least three Business Days before the Business Day on which the applicable Issuer makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable Issuer. On or before the Business Day on which the applicable Issuer an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on the a Letter of Credit, on demand of by the applicable IssuerAgent, each Lender shall make payment to the applicable Issuer (or to the Agent Agent, for the account of the applicable Issuer)Issuing Bank, in immediately available funds in an amount equal to such Lender’s 's Pro Rata Share of the amount of such payment or draw. Unless, with respect to such specific Letter of Credit, the Required Revolving Lenders shall have notified the Agent prior to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the The obligation of each Lender to reimburse the applicable Issuer Issuing Banks under this Section 2.20.2 SECTION 3.5 shall be unconditional, continuing, irrevocable and absolute and absolute; PROVIDED, HOWEVER, that the obligation of each Lender shall not be affected extend to payments made under a Letter of Credit resulting from the Issuing Bank's Gross Negligence or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1willful misconduct in honoring any L/C Draft. In the event that any Lender fails to make payment to the applicable Issuer Agent of any amount due under this Section 2.20.2SECTION 3.5, the applicable Issuer Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the applicable Issuer Agent receives such payment from such Lender or such obligation is otherwise fully satisfied; providedPROVIDED, howeverHOWEVER, that nothing contained in this sentence shall relieve such Lender of its obligation to reimburse the applicable Issuer Issuing Bank for such amount in accordance with this Section 2.20.2SECTION 3.5.

Letter of Credit Participation. Immediately Unless a Bank shall have notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any applicable condition precedent set forth in Section 6.01 or 6.02 had not then been satisfied, immediately upon the issuance of each other Letter of Credit by the Issuer hereunder (and on the Effective Date, with respect to the Existing Letters of Credit)hereunder, each Lender Bank shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuer Issuing Bank 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 applicable Issuer such Issuing Bank thereunder (collectively, as to each Bank, an “L/C Interest”) in an amount equal to its Pro Rata Share of the amount available for drawing under such Letter of CreditCredit multiplied by such Bank’s pro rata share of the Aggregate Commitments. If the Borrower at any time fails to repay a Reimbursement Obligation, the applicable Issuer (or the Agent, on its behalf) Each Issuing Bank will notify each Lender Bank that has a Commitment promptly upon presentation to it of an L/C Draft or upon any other draw under any a Letter of Credit, such notice to be given at least three Business Days before the Business Day on which the applicable Issuer makes payment of each such L/C Draft, or, in the case of any other draw on the Letter of Credit, at the time of demand by the applicable Issuer. On or before the Business Day on which the applicable Issuer an Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on the a Letter of Credit, on demand of by the applicable IssuerAdministrative Agent, each Lender Bank shall make payment to the applicable Issuer (or to the Agent Administrative Agent, for the account of the applicable Issuer)Issuing Bank, in immediately available funds in an amount equal to such Lender’s Pro Rata Share of the amount of such the payment under the L/C Draft or draw. Unless, with respect to such specific other draw on the Letter of Credit, Credit multiplied by such Bank’s pro rata share of the Required Revolving Lenders shall have notified the Agent prior to the Issuer issuing any Letter of Credit, that the applicable conditions precedent set forth in Article IV have not then been satisfied, the Aggregate Commitments. The obligation of each Lender Bank to reimburse the applicable Issuer Issuing Banks under this Section 2.20.2 4.05 shall be unconditional, continuing, irrevocable and absolute and without counterclaim or set-off; provided, however, the obligation of each Bank shall not be affected extend to payments made under a Letter of Credit resulting from the Issuing Bank’s gross negligence or impaired by, among other things, the reduction, suspension or termination of the Aggregate Revolving Commitment pursuant to Section 2.11(b) or 8.1willful misconduct in honoring any L/C Draft. In the event that any Lender Bank fails to make payment to the applicable Issuer Administrative Agent of any amount due under this Section 2.20.24.05, the applicable Issuer Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender Bank hereunder until the applicable Issuer Administrative Agent receives such payment from such Lender Bank or such obligation is otherwise fully satisfied, and such Bank shall pay to the Administrative Agent, for the account of the applicable Issuing Bank, interest on the amount of such Bank’s outstanding obligation at the Federal Funds Rate; provided, however, that nothing contained in this sentence shall relieve such Lender Bank of its obligation to reimburse the applicable Issuer Issuing Bank for such amount in accordance with this Section 2.20.24.05.