Common use of Participant’s Acquisition of Participations in Letters of Credit Clause in Contracts

Participant’s Acquisition of Participations in Letters of Credit. (a) On the Closing Date, without any further action on the part of the Issuing Lenders or the Lenders, the Issuing Lenders hereby grant to each L/C Participant, and each such L/C Participant shall be deemed irrevocably and unconditionally to have acquired and received from each Issuing Lender that has issued or may issue or is deemed to have issued any Letter of Credit, without recourse or warranty, an undivided interest and participation (each, a “L/C Participation”), in each Letter of Credit that may be issued pursuant to Section 3.1 (including each Existing Letter of Credit) equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance or deemed issuance of the relevant Letter of Credit) of the aggregate amount available to be drawn under each such Letter of Credit and the L/C Participation interests in respect thereof. Each L/C Participant hereby absolutely and unconditionally agrees that if an Issuing Lender makes a disbursement in respect of any Letter of Credit issued by such Issuing Lender which is not reimbursed by the applicable Borrower on the date due pursuant to Section 3.5, or is required to refund any reimbursement payment in respect of any Letter of Credit issued or deemed issued by such Issuing Lender to the applicable Borrower for any reason, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with Section 3.5) at the Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage (with the Administrative Agent having the responsibility to determine and keep record of the Revolving Commitment Percentage of the L/C Participants for this purpose and all other purposes hereunder) of the amount of such draft, or any part thereof, which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing Lender, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from a Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Lender through the Administrative Agent shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

Participant’s Acquisition of Participations in Letters of Credit. (a) On the Closing Date, without any further action on the part of the Issuing Lenders or the Lenders, the Issuing Lenders hereby grant to each L/C Participant, and each such L/C Participant shall be deemed irrevocably and unconditionally to have acquired and received from each Issuing Lender that has issued or may issue or is deemed to have issued any Letter of Credit, without recourse or warranty, an undivided interest and participation (each, a an “L/C Participation”), in each Letter of Credit that may be issued pursuant to Section 3.1 (including each Existing Letter of Credit) equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance or deemed issuance of the relevant Letter of Credit) Credit Percentage of the aggregate amount available to be drawn under each such Letter of Credit and the L/C Participation interests in respect thereofthereof together with rights to receive payments under Section 3.4(b). Each L/C Participant shall pay to the Administrative Agent in full on the Closing Date an amount equal to such L/C Participant’s Letter of Credit Commitment, and the Administrative Agent shall immediately transfer such funds to the Credit Linked Deposit Account. Unless and until the Letter of Credit Termination Date has occurred and all Letters of Credit issued by an Issuing Lender have expired without draw, or to the extent of any draws, have been reimbursed in full, or are cash collateralized by the Parent Borrower pursuant to Section 3.4(b), each such Credit Linked Deposit shall be held by the Administrative Agent. Each L/C Participant hereby absolutely and unconditionally agrees that if an Issuing Lender makes a disbursement in respect of any Letter of Credit issued by such Issuing Lender which is not reimbursed by the applicable Parent Borrower on the date due pursuant to Section 3.5, or is required to refund any reimbursement payment in respect of any Letter of Credit issued or deemed issued by such Issuing Lender to the applicable Parent Borrower for any reason, such L/C Participant shall pay Participant’s obligation to the Administrative Agent for the account of the Issuing Lender upon demand (which demand, in the case of any demand made fund its L/C Participation in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft disbursement or refunded amount shall be converted into Dollars satisfied, ratably as among the L/C Participants in accordance with Section 3.5) at the Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment their Letter of Credit Percentage (with the Administrative Agent having the responsibility to determine and keep record of the Revolving Commitment Letter of Credit Percentage of the L/C Participants for this purpose and all other purposes hereunder) of the amount of such draftTotal Credit Linked Deposit from the Credit Linked Deposits held in the Credit Linked Deposit Account. Without limiting the foregoing, or any part thereof, which is not so reimbursed. (b) If any amount required to be paid by any each L/C Participant to irrevocably authorizes the Administrative Agent for the account of an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing Lender, times a fraction the numerator of which is the number of days that elapse during such period and the denominator Issuing Lenders, as applicable, to apply amounts of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not the Credit Linked Deposits as provided in fact made available to the Administrative Agent for the account of such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest errorAgreement. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from a Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Lender through the Administrative Agent shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

Participant’s Acquisition of Participations in Letters of Credit. (a) On the Closing Date, without any further action on the part of the Issuing Lenders or the Lenders, the Issuing Lenders hereby grant to each L/C Participant, and each such L/C Participant shall be deemed irrevocably and unconditionally to have acquired and received from each Issuing Lender that has issued or may issue or is deemed to have issued any Letter of Credit, without recourse or warranty, an undivided interest and participation (each, a “L/C Participation”), in each Letter of Credit that may be issued pursuant to Section 3.1 (including each Existing Letter of Credit) equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance or deemed issuance of the relevant Letter of Credit) of the aggregate amount available to be drawn under each such Letter of Credit and the L/C Participation interests in respect thereofCredit. Each L/C Participant hereby absolutely and unconditionally agrees that if an Issuing Lender makes a disbursement in respect of any Letter of Credit issued by such Issuing Lender which is not reimbursed by the applicable Borrower Applicant on the date due pursuant to Section 3.5, or is required to refund any reimbursement payment in respect of any Letter of Credit issued or deemed issued by such Issuing Lender to the applicable Borrower Applicant for any reason, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft shall be converted into Dollars in accordance with Section 3.5) at the Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment Percentage (with the Administrative Agent having the responsibility to determine and keep record of the Revolving Commitment Percentage of the L/C Participants for this purpose and all other purposes hereunder) of the amount of such draft, or any part thereof, which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing Lender, times a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not in fact made available to the Administrative Agent for the account of such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (the “L/C Participant Default Interest Amount”) (with interest based on the Dollar Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunderplus the Applicable Margin. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from a Borrower the Applicant or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Lender through the Administrative Agent shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.

Participant’s Acquisition of Participations in Letters of Credit. (a) On the Closing Date, without any further action on the part of the Issuing Lenders or the Lenders, the Issuing Lenders hereby grant to each L/C Participant, and each such L/C Participant shall be deemed irrevocably and unconditionally to have acquired and received from each Issuing Lender that has issued or may issue or is deemed to have issued any Letter of Credit, without recourse or warranty, an undivided interest and participation (each, a an “L/C Participation”), in each Letter of Credit that may be issued pursuant to Section 3.1 (including each Existing Letter of Credit) equal to such L/C Participant’s Revolving Commitment Percentage (determined on the date of issuance or deemed issuance of the relevant Letter of Credit) Credit Percentage of the aggregate amount available to be drawn under each such Letter of Credit and the L/C Participation interests in respect thereofthereof together with rights to receive payments under Section 3.4(b). Each L/C Participant shall pay to the Administrative Agent in full on the Closing Date an amount equal to such L/C Participant’s Letter of Credit Commitment, and the Administrative Agent shall immediately transfer such funds to the Credit Linked Deposit Account. Unless and until the Letter of Credit Termination Date has occurred and all Letters of Credit issued by an Issuing Lender have expired without draw, or to the extent of any draws, have been reimbursed in full, or are cash collateralized by the Parent Borrower pursuant to Section 3.4(b), each such Credit Linked Deposit shall be held by the Administrative Agent. Each L/C Participant hereby absolutely and unconditionally agrees that if an Issuing Lender makes a disbursement in respect of any Letter of Credit issued by such Issuing Lender which is not reimbursed by the applicable Parent Borrower on the date due pursuant to Section 3.5, or is required to refund any reimbursement payment in respect of any Letter of Credit issued or deemed issued by such Issuing Lender to the applicable Parent Borrower for any reason, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender upon demand (which demand, in the case of any demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign Currency, shall not be made prior to the date that the amount of such draft disbursement shall be converted into Dollars satisfied, ratably as among the L/C Participants in accordance with Section 3.5) at the Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Commitment their Letter of Credit Percentage (with the Administrative Agent having the responsibility to determine and keep record of the Revolving Commitment Letter of Credit Percentage of the L/C Participants for this purpose and all other purposes hereunder) of the amount of such draftTotal Credit Linked Deposit from the Credit Linked Deposits held in the Credit Linked Deposit Account. Without limiting the foregoing, or any part thereof, which is not so reimbursed. (b) If any amount required to be paid by any each L/C Participant to irrevocably authorizes the Administrative Agent for the account of an Issuing Lender on demand by such Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such demand is made, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Administrative Agent for the account of such Issuing Lender, times a fraction the numerator of which is the number of days that elapse during such period and the denominator Issuing Lenders, as applicable, to apply amounts of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not the Credit Linked Deposits as provided in fact made available to the Administrative Agent for the account of such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon (with interest based on the Dollar Equivalent of any amounts denominated in Designated Foreign Currencies) calculated from such due date at the rate per annum applicable to Revolving Loans maintained as ABR Loans hereunder. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this subsection (which shall include calculations of any such amounts in reasonable detail) shall be conclusive in the absence of manifest errorparagraph. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received through the Administrative Agent from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives through the Administrative Agent any payment related to such Letter of Credit (whether directly from a Borrower or otherwise, including proceeds of Collateral applied thereto by the Administrative Agent or by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such L/C Participant its pro rata share thereof prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by an Issuing Lender through the Administrative Agent shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender through the Administrative Agent the portion thereof previously distributed by the Administrative Agent to it.