Common use of Other Revolving Lenders’ Participation Clause in Contracts

Other Revolving Lenders’ Participation. (a) Upon the issuance of each Letter of Credit pursuant hereto, and without further action, each Revolving Lender (other than each L/C Issuer) shall be deemed to have irrevocably and unconditionally purchased (without recourse, representation or warranty), to the extent of its Percentage, a participation interest in each such Letter of Credit, including all Reimbursement Obligations with respect thereto. (b) If either (i) any L/C Issuer makes any payment or disbursement under any Letter of Credit and the Borrowers have not, in accordance with Section 2.7.3, reimbursed in full the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrowers is returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of such payment or disbursement; provided that no such payment by the Revolving Lenders shall diminish the Obligations of the Borrowers under Section 2.7.3 to repay such disbursements and payments in full. Each Revolving Lender agrees to make its required reimbursement payment not later than 4:00 p.m. (New York City time) on the Business Day that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Revolving Lender receives such notice after 5:00 p.m. (New York City time) on any Business Day, prior to 2:00 p.m. (New York City time) on the next following Business Day), together with interest thereon from the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the greater of (x) the Federal Funds Rate or (y) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three Business Days following such Revolving Lender’s receipt of such notice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans. Any Revolving Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available such other Revolving Lender’s Percentage of such payment, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Percentage of any such payment or disbursement. (c) Each Revolving Lender (i) that has complied with its obligations under this Section shall be entitled to receive its Pro Rata share of Letter of Credit fees payable pursuant to Section 3.3.2 with respect to each relevant Letter of Credit and (ii) if such Revolving Lender has funded a reimbursement payment as provided in clause (b) with respect to a particular Letter of Credit, its Pro Rata share of all reimbursement payments paid by the Borrowers with respect thereto.

Other Revolving Lenders’ Participation. (a) Upon the issuance of each Letter of Credit pursuant hereto, and without further action, each Revolving Lender (other than each L/C Issuer) shall be deemed to have irrevocably and unconditionally purchased (without recourse, representation or warranty), to the extent of its Percentage, a participation interest in each such Letter of Credit, including all Reimbursement Obligations with respect thereto. (b) If either (i) any L/C Issuer makes any payment or disbursement under any Letter of Credit and the Borrowers have Borrower has not, in accordance with Section 2.7.32.6.4, reimbursed in full the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrowers Borrower is returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of such payment or disbursement; provided that no such payment by the Revolving Lenders shall diminish the Obligations of the Borrowers Borrower under Section 2.7.3 2.6.4 to repay such disbursements and payments in full. Each Revolving Lender agrees to make its required reimbursement payment not later than 4:00 p.m. (New York City time) on the Business Day (or, if any Revolving Lender receives such notice after 1:00 p.m. (New York City time) on any Business Day, prior to 10:00 a.m. (New York City time) on the next following Business Day) that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Revolving Lender receives such notice after 5:00 p.m. (New York City time) on any Business Day, prior to 2:00 p.m. (New York City time) on the next following Business Day)Issuer, together with interest thereon from the date of requested prepayment payment until the date of such reimbursement at a rate per annum equal to the greater of (x) the Federal Funds Rate or (y) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three (3) Business Days following such Revolving Lender’s receipt of such notice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans. Any Revolving Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available such other Revolving Lender’s Percentage of such payment, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Percentage of any such payment or disbursement. (c) Each Revolving Lender (i) that has complied with its obligations under this Section shall be entitled to receive its Pro Rata share of Letter of Credit fees payable pursuant to Section 3.3.2 with respect to each relevant Letter of Credit Credit; and (ii) if such Revolving Lender has funded a reimbursement payment as provided in clause (b) with respect to a particular Letter of Credit, its Pro Rata share of all reimbursement payments paid by the Borrowers Borrower with respect thereto.

Other Revolving Lenders’ Participation. (a) Upon the issuance of each Letter of Credit pursuant hereto, and without further action, each Revolving Lender (other than each L/C Issuer) shall be deemed to have irrevocably and unconditionally purchased (without recourse, representation or warranty), to the extent of its Percentage, a participation interest in each such Letter of Credit, including all Reimbursement Obligations with respect thereto. (b) If either (i) any L/C Issuer makes any payment or disbursement under any Letter of Credit and the Borrowers have Borrower has not, in accordance with Section 2.7.3, reimbursed in full the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrowers Borrower is returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of such payment or disbursement; provided that no such payment by the Revolving Lenders shall diminish the Obligations of the Borrowers Borrower under Section 2.7.3 to repay such disbursements and payments in full. Each Revolving Lender agrees to make its required reimbursement payment not later than 4:00 p.m. (New York City time) on the Business Day that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Revolving Lender receives such notice after 5:00 p.m. (New York City time) on any Business Day, prior to 2:00 p.m. 10:00 a.m. (New York City time) on the next following Business Day), together with interest thereon from the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the greater of (x) the Federal Funds Rate or (y) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three Business Days following such Revolving Lender’s receipt of such notice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans. Any Revolving Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available such other Revolving Lender’s Percentage of such payment, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Percentage of any such payment or disbursement. (c) Each Revolving Lender (i) that has complied with its obligations under this Section shall be entitled to receive its Pro Rata share of Letter of Credit fees payable pursuant to Section 3.3.2 with respect to each relevant Letter of Credit Credit; and (ii) if such Revolving Lender has funded a reimbursement payment as provided in clause (b) with respect to a particular Letter of Credit, its Pro Rata share of all reimbursement payments paid by the Borrowers Borrower with respect thereto.

Other Revolving Lenders’ Participation. (a) Upon the issuance of each Letter of Credit pursuant hereto, and without further action, each Revolving Lender (other than each L/C Issuer) shall be deemed to have irrevocably and unconditionally purchased (without recourse, representation or warranty), to the extent of its Percentage, a participation interest in each such Letter of Credit, including all Reimbursement Obligations with respect thereto. (b) If either (i) any L/C Issuer makes any payment or disbursement under any Letter of Credit and the Borrowers have Borrower has not, in accordance with Section 2.7.3, reimbursed in full the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrowers Borrower is returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of such payment or disbursement; provided provided, however, that no such payment by the Revolving Lenders shall diminish the Obligations of the Borrowers Borrower under Section 2.7.3 to repay such disbursements and payments in full. Each Revolving Lender agrees to make its required reimbursement payment not later than 4:00 2:00 p.m. (New York City time) on the Business Day that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Revolving Lender receives such notice after 5:00 3:00 p.m. (New York City time) on any Business Day, prior to 2:00 p.m. 10:00 a.m. (New York City time) on the next following Business Day), together with interest thereon from the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the greater of (xA) the Federal Funds Effective Rate or (yB) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three Business Days following such Revolving Lender’s receipt of such notice, and thereafter at the interest rate applicable to Base Rate Loans that are Revolving Loans. Any Revolving Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available such other Revolving Lender’s Percentage of such payment, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Percentage of any such payment or disbursement. (c) Each Revolving Lender (i) that has complied with its obligations under this Section 2.7.2 shall be entitled to receive its Pro Rata share of Letter of Credit fees payable pursuant to Section 3.3.2 with respect to each relevant Letter of Credit and (ii) if such Revolving Lender has funded a reimbursement payment as provided in clause (b) with respect to a particular Letter of Credit, its Pro Rata share of all reimbursement payments paid by the Borrowers Borrower with respect thereto.

Other Revolving Lenders’ Participation. (a) Upon the issuance of each Each Letter of Credit issued pursuant heretoto Section 4.2 shall, effective upon its issuance and without further action, each be issued on behalf of all Revolving Lenders (including the Issuer thereof) pro rata according to their respective Revolving Percentages. Each Revolving Lender (other than each L/C Issuer) shall be deemed to have irrevocably and unconditionally purchased (without recourse, representation or warranty)shall, to the extent of its Revolving Percentage, a participation interest be deemed irrevocably to have participated in each the issuance of such Letter of Credit and shall be responsible to pay promptly to the Issuer thereof such Lender's Revolving Percentage of any unreimbursed drawings under a Letter of Credit which have not been reimbursed by the Borrower in accordance with Section 4.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer thereof for any reason, and each Revolving Lender shall, to the extent of its Revolving Percentage, be entitled to receive from the Agent a ratable portion of the letter of credit fees received by the Agent pursuant to Section 3.3.3, with respect to each Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 4.4 in respect of Letters of Credit issued or amended while such Revolving Lender remains a party to this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever, including all Reimbursement Obligations with respect thereto. (b) If either (i) any L/C Issuer makes any payment or disbursement under amendment of any Letter of Credit or the occurrence and continuation of a Default or Event of Default or reduction or termination of the Borrowers have notRevolving Loan Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that the Borrower shall fail to reimburse the Issuer thereof, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in accordance with Section 2.7.3, reimbursed 4.5 and Section 4.6 and in full an amount equal to the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrowers is returned or rescinded upon or during any bankruptcy or reorganization amount of any Loan Party drawing honored by such Issuer under a Letter of Credit issued by it, or otherwisein the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Revolving Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of the unreimbursed amount of such payment or disbursement; provided that no drawing and of such payment by the Revolving Lenders shall diminish the Obligations of the Borrowers under Section 2.7.3 to repay such disbursements and payments in fullLender's respective participation therein. Each Revolving Lender agrees shall make available to make such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its required reimbursement payment respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 4:00 p.m. (2:00 p.m., New York City time) , on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Revolving Lender receives fails to make available to an Issuer the amount of such notice after 5:00 p.m. (New York City time) Revolving Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on any Business Day, prior to 2:00 p.m. (New York City time) on the next following Business Day), demand from such Revolving Lender together with interest thereon from at the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the greater of (x) the daily average Federal Funds Rate or (y) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three Business Days following such Revolving Lender’s receipt of such notice, and thereafter at the interest rate applicable to Alternate Base Rate Loans that are Revolving Loansplus 2%. Any Revolving Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available such other Revolving Lender’s Percentage of such payment, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Percentage of any such payment or disbursement. (c) Each Revolving Lender (i) that has complied with its obligations under Nothing in this Section shall be entitled deemed to receive its Pro Rata share prejudice the right of Letter of Credit fees payable pursuant any Revolving Lender to Section 3.3.2 with respect to each relevant Letter of Credit and (ii) if recover from any Issuer any amounts made available by such Revolving Lender has funded to an Issuer pursuant to this Section in the event that it is determined by a reimbursement court of competent jurisdiction that the payment as provided in clause (b) with respect to a particular Letter of Credit, its Pro Rata share Credit by the Issuer thereof in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall distribute to each Revolving Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by such Issuer such Lender's Revolving Percentage of all payments received by such Issuer from the Borrower in reimbursement of drawings honored by such Issuer under such Letter of Credit when such payments paid by the Borrowers with respect theretoare received.

Other Revolving Lenders’ Participation. (a) Upon the issuance of each Each Letter of Credit issued pursuant heretoto Section 4.2 shall, effective upon its issuance and without further action, each be issued on behalf of all Revolving Lenders (including the Issuer thereof) pro rata according to their respective Revolving Percentages. Each Revolving Lender (other than each L/C Issuer) shall be deemed to have irrevocably and unconditionally purchased (without recourse, representation or warranty)shall, to the extent of its Revolving Percentage, a participation interest be deemed irrevocably to have participated in each the issuance of such Letter of Credit and shall be responsible to pay promptly to the Issuer thereof such Lender's Revolving Percentage of any unreimbursed drawings under a Letter of Credit which have not been reimbursed by the Borrower in accordance with Section 4.5, or which have been reimbursed by the Borrower but must be returned, restored or disgorged by the Issuer thereof for any reason, and each Revolving Lender shall, to the extent of its Revolving Percentage, be entitled to receive from the Agent a ratable portion of the letter of credit fees received by the Agent pursuant to Section 3.3.3, with respect to each Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 4.4 in respect of Letters of Credit issued or amended while such Revolving Lender remains a party to this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever, including all Reimbursement Obligations with respect thereto. (b) If either (i) any L/C Issuer makes any payment or disbursement under amendment of any Letter of Credit or the occurrence and continuation of a Default or Event of Default or reduction or termination of the Borrowers have notRevolving Loan Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that the Borrower shall fail to reimburse the Issuer thereof, or if for any reason Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in accordance with Section 2.7.3, reimbursed 4.5 and in full an amount equal to the applicable L/C Issuer with respect thereto or (ii) any reimbursement received by any L/C Issuer from the Borrowers is returned or rescinded upon or during any bankruptcy or reorganization amount of any Loan Party drawing honored by such Issuer under a Letter of Credit issued by it, or otherwisein the event such Issuer must for any reason return or disgorge such reimbursement, such Issuer shall promptly notify each Revolving Lender shall be irrevocably and unconditionally obligated to pay to each applicable L/C Issuer its Percentage of the unreimbursed amount of such payment or disbursement; provided that no drawing and of such payment by the Revolving Lenders shall diminish the Obligations of the Borrowers under Section 2.7.3 to repay such disbursements and payments in fullLender's respective participation therein. Each Revolving Lender agrees shall make available to make such Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its required reimbursement payment respective participation in same day or immediately available funds at the office of such Issuer specified in such notice not later than 4:00 p.m. (2:00 p.m., New York City time) , on the Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by such Issuer. In the event that it receives a notice of payment or disbursement by the Administrative Agent or the applicable L/C Issuer (or, if any Revolving Lender receives fails to make available to an Issuer the amount of such notice after 5:00 p.m. (New York City time) Revolving Lender's participation in such Letter of Credit as provided herein, such Issuer shall be entitled to recover such amount on any Business Day, prior to 2:00 p.m. (New York City time) on the next following Business Day), demand from such Revolving Lender together with interest thereon from at the date of requested prepayment until the date of such reimbursement at a rate per annum equal to the greater of (x) the daily average Federal Funds Rate or (y) the rate determined by the Administrative Agent in accordance with banking industry rates on interbank compensation, for the first three Business Days following such Revolving Lender’s receipt of such notice, and thereafter at the interest rate applicable to Alternate Base Rate Loans that are Revolving Loansplus 2%. Any Revolving Lender’s failure to make available to the applicable L/C Issuer its Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to make available such other Revolving Lender’s Percentage of such payment, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make available such other Revolving Lender’s Percentage of any such payment or disbursement. (c) Each Revolving Lender (i) that has complied with its obligations under Nothing in this Section shall be entitled deemed to receive its Pro Rata share prejudice the right of Letter of Credit fees payable pursuant any Revolving Lender to Section 3.3.2 with respect to each relevant Letter of Credit and (ii) if recover from any Issuer any amounts made available by such Revolving Lender has funded to an Issuer pursuant to this Section in the event that it is determined by a reimbursement court of competent jurisdiction that the payment as provided in clause (b) with respect to a particular Letter of Credit, its Pro Rata share Credit by the Issuer thereof in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct on the part of such Issuer. Each Issuer shall distribute to each Revolving Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by such Issuer such Lender's Revolving Percentage of all payments received by such Issuer from the Borrower in reimbursement of drawings honored by such Issuer under such Letter of Credit when such payments paid by the Borrowers with respect theretoare received.