Common use of Participation by Lenders Clause in Contracts

Participation by Lenders. (i) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the Issuer, the Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's percentage of the Revolving Credit Limit. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit Limit, to fund on demand or reimburse the Issuer on demand for the amount of each draft paid by the Issuer under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower. (ii) In furtherance of the provisions of the preceding paragraph (a), the Issuer shall notify the Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then exists, each Lender shall make available to the Agent such Lender's share of such draw in immediately available (in Dollars) to the Agent no later than noon (Philadelphia, PA time), on the date specified in the Agent's notice. The failure of the Issuer or the Agent to give timely notice pursuant to this Subsection 1.04(f) shall not affect the right of the Issuer to reimbursement from the Lenders. Any amount paid by Agent and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit Loan and shall be repaid pursuant to the provisions respecting Revolving Credit Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the IssuerIssuing Bank, the Issuer Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's ’s percentage of the Revolving Credit LimitRC Commitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitRC Commitment, to fund on demand or reimburse the Issuer Issuing Bank on demand for the amount of each draft paid by the Issuer Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower. (iib) In furtherance of the provisions of the preceding paragraph (a), the Issuer Issuing Bank shall notify the Administrative Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Administrative Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then existsexists and whether or not there shall then be any Available RC Commitment, each Lender shall make available to the Administrative Agent such Lender's ’s share of such draw in immediately available funds (in Dollars) to the Administrative Agent no later than 12:00 noon (PhiladelphiaNew York, PA NY time), ) on the date specified in the Administrative Agent's ’s notice. The failure of the Issuer Issuing Bank or the Administrative Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer Issuing Bank to reimbursement from the Lenders. Any amount paid by Agent the Issuing Bank and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Administrative Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the Issuersuch Issuing Bank, the Issuer such Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the Issuersuch Issuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's ’s percentage of the Revolving Credit LimitRC Commitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitRC Commitment, to fund on demand or reimburse the Issuer such Issuing Bank on demand for the amount of each draft paid by the Issuer such Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower.U.S. Borrower or, if applicable, the Canadian Borrower or U.S. Subsidiary Guarantor (iib) In furtherance of the provisions of the preceding paragraph (a), the Issuer an Issuing Bank shall notify the Agent promptly upon receipt of notice of an intended a draw under a Letter of CreditCredit that is not promptly reimbursed by the U.S. Borrower or co-applicant thereof. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then existsexists and whether or not there shall then be any Available Commitment, each Lender shall make available to the Agent such Lender's ’s share of such draw in immediately available funds (in Dollars) to the Agent no later than 12:00 noon (Philadelphia, PA time), ) on the date specified in the Agent's ’s notice. The failure of the Issuer an Issuing Bank or the Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer such Issuing Bank to reimbursement from the Lenders. Any amount paid by the Agent and the Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans, ; provided that if an Event of Default or Default exists at the time of a draw, the U.S. Borrower and, if applicable, the U.S. Subsidiary Guarantor and/or the Canadian Borrower shall immediately reimburse the amount of such draw to the Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the IssuerIssuing Bank, the Issuer Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's ’s percentage of the Revolving Credit LimitRC Commitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitRC Commitment, to fund on demand or reimburse the Issuer Issuing Bank on demand for the amount of each draft paid by the Issuer Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the BorrowerU.S. Borrower or, if applicable, the Canadian Borrower or U.S. Subsidiary Guarantor. (iib) In furtherance of the provisions of the preceding paragraph (a), the Issuer Issuing Bank shall notify the Agent promptly upon receipt of notice of an intended a draw under a Letter of CreditCredit that is not promptly reimbursed by the U.S. Borrower or co-applicant thereof. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then existsexists and whether or not there shall then be any Available Commitment, each Lender shall make available to the Agent such Lender's ’s share of such draw in immediately available funds (in Dollars) to the Agent no later than 12:00 noon (Philadelphia, PA time), ) on the date specified in the Agent's ’s notice. The failure of the Issuer Issuing Bank or the Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer Issuing Bank to reimbursement from the Lenders. Any amount paid by Agent and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans, provided that if an Event of Default or Default exists at the time of a draw, the U.S. Borrower and, if applicable, the U.S. Subsidiary Guarantor and/or the Canadian Borrower shall immediately reimburse the amount of such draw to the Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the IssuerIssuing Bank, the Issuer Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's ’s percentage of the Revolving Credit LimitRC Commitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitRC Commitment, to fund on demand or reimburse the Issuer Issuing Bank on demand for the amount of each draft paid by the Issuer Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the BorrowerBorrower or the Agent has insufficient Cash Collateral pursuant to Section 3.1.9 to apply against any draft paid by the Issuing Bank. (iib) In furtherance of the provisions of the preceding paragraph (a), the Issuer Issuing Bank shall notify the Agent promptly (but at least one (1) Business Day prior to the proposed issuance date of such Letter of Credit) upon receipt of notice of an intended draw under a Letter of Credit. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then existsexists and whether or not there then be any Available RC Commitment, if the amount of any draw under a Letter of Credit exceeds the amount of Cash Collateral maintained by the Agent pursuant to Section 3.1.9, each Lender shall make available to the Agent such Lender's ’s share of such draw excess in immediately available funds (in Dollars) to the Agent no later than 12:00 noon (Philadelphia, PA time), ) on the date specified in the Agent's ’s notice. The failure of the Issuer Issuing Bank or the Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer Issuing Bank to reimbursement from the Lenders. Any amount paid by the Agent (excluding any application of Cash Collateral) and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the Issuersuch Issuing Bank, the Issuer such Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the Issuersuch Issuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's ’s percentage of the Revolving Credit LimitRC Commitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitRC Commitment, to fund on demand or reimburse the Issuer such Issuing Bank on demand for the amount of each draft paid by the Issuer such Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower.Borrower or, if applicable, the Subsidiary Guarantor (iib) In furtherance of the provisions of the preceding paragraph (a), the Issuer an Issuing Bank shall notify the Agent promptly upon receipt of notice of an intended a draw under a Letter of CreditCredit that is not promptly reimbursed by the Borrower or co-applicant thereof. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then existsexists and whether or not there shall then be any Available RC Commitment, each Lender shall make available to the Agent such Lender's ’s share of such draw in immediately available funds (in Dollars) to the Agent no later than 12:00 noon (Philadelphia, PA time), ) on the date specified in the Agent's ’s notice. The failure of the Issuer an Issuing Bank or the Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer such Issuing Bank to reimbursement from the Lenders. Any amount paid by the Agent and the Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans, ; provided that if an Event of Default or Default exists at the time of a draw, the Borrower and, if applicable, the Subsidiary Guarantor shall immediately reimburse the amount of such draw to the Agent for the benefit of the Lenders.

Participation by Lenders. (i) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the Issuer, the Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's percentage ’s Percentage of the Revolving Credit LimitCommitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage Percentage of the Revolving Credit LimitCommitment, to fund on demand or reimburse the Issuer on demand for the amount of each draft paid by the Issuer under each Letter of Credit to the extent that such amount is not immediately reimbursed by the BorrowerBorrowers. (ii) In furtherance of the provisions of the preceding paragraph (a), ) the Issuer shall notify the Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then exists, each Lender shall make available to the Agent such Lender's ’s share of such draw in immediately available funds (in Dollars) to the Agent no later than noon (Philadelphia, PA time)noon, on the date specified in the Agent's ’s notice. The failure of the Issuer or the Agent to give timely notice pursuant to this Subsection 1.04(f1.4(f) shall not affect the right of the Issuer to reimbursement from the Lenders. Any amount paid by Agent and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit Loan and shall be repaid pursuant to the provisions respecting Revolving Credit Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower Borrowers shall immediately reimburse the amount of such draw to the Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the IssuerIssuing Bank, the Issuer Issuing Bank shall be deemed to have granted to each RC Lender, and each RC Lender shall be deemed to have irrevocably purchased and received from the IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each RC Lender's ’s percentage of the Revolving Credit LimitRC Commitment. Further, each RC Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitRC Commitment, to fund on demand or reimburse the Issuer Issuing Bank on demand for the amount of each draft paid by the Issuer Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower. (iib) In furtherance of the provisions of the preceding paragraph clause (a), the Issuer Issuing Bank shall notify the Administrative Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Administrative Agent shall give written, telecopied facsimile or telegraphic notice to each of the other RC Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an a Default or Event of Default then exists and whether or Default not there shall then existsbe any Available RC Commitment, each Lender shall make available to the Administrative Agent such RC Lender's ’s share of such draw in immediately available funds (in Dollars) to the Administrative Agent no later than 12:00 noon (PhiladelphiaNew York, PA NY time), ) on the date specified in the Administrative Agent's ’s notice. The failure of the Issuer Issuing Bank or the Administrative Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer Issuing Bank to reimbursement from the RC Lenders. Any amount paid by Agent the Issuing Bank and RC Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans; provided, provided that if an a Default or Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Administrative Agent for the benefit of the RC Lenders.

Participation by Lenders. (ia) Effective immediately upon The Swing Lender may, at any time, in its sole discretion, by written notice to the issuance Borrower and the Agent, demand repayment of each Letter its Swing Loans by way of a Revolving Credit and without further action on Loan borrowing, in which case the part of the Issuer, the Issuer Borrower shall be deemed to have granted to each Lenderrequested a Revolving Credit Loan borrowing comprised entirely of Base Rate Loans in the amount of such Swing Loans; provided, and each Lender however, that, in either of the following circumstances, any such demand shall also be deemed to have irrevocably purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation in such Letter of Credit been given one Business Day prior to the extent occurrence of each Lender's percentage of (i) the Revolving Credit Limit. FurtherTermination Date and (ii) the exercise of remedies in accordance with the provisions of Section 12.02 hereof (each such Revolving Credit Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as “Mandatory Borrowing”). (b) Each Lender hereby irrevocably agrees to make such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 7.03 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 1.02, (v) the date of such Mandatory Borrowing or (vi) any reduction in the Revolving Credit Limit or termination of the Commitment immediately prior to such Mandatory Borrowing or contemporaneously therewith. (c) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each Lender acknowledges and hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Lender such participations in the outstanding Swing Loans as shall be absolutely liable, necessary to the extent of cause each such Lender to share in such Swing Loans ratably based upon its respective percentage of the Revolving Credit Limit, Commitment as set forth on Schedule A hereto (determined before giving effect to fund any termination of the Commitments pursuant to Section 12.02); provided that (i) all interest payable on demand or reimburse the Issuer on demand Swing Loans shall be for the account of the Swing Lender until the date as of which the respective participation is purchased and (ii) if any purchase of participations pursuant to this sentence is made later than the date required under this subsection, the purchasing Lender shall be required to pay to the Swing Lender interest on the principal amount of such participation purchased for each draft day from and including the day upon which the participation should have been purchased to but excluding the date of actual payment for such participation, at the rate equal to, if paid by within three (3) Business Days of the Issuer under each Letter date of Credit the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the extent that Base Rate (less any interest received from the Borrower for such amount is not immediately reimbursed by the Borrowerperiod). (iid) In furtherance of the provisions of the preceding paragraph (a), the Issuer shall notify the Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then exists, each No Lender shall be obligated to make available to the Agent such Lender's share of such draw Revolving Credit Loans or purchase a participation in immediately available (in Dollars) to the Agent no later than noon (Philadelphia, PA time), on the date specified in the Agent's notice. The failure of the Issuer or the Agent to give timely notice any Swing Loan pursuant to this Section, if such Lender proves that (i) the conditions set forth in Subsection 1.04(f) shall 7.03 were not affect the right of the Issuer to reimbursement from the Lenders. Any amount paid by Agent and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit Loan and shall be repaid pursuant to the provisions respecting Revolving Credit Loans, provided that if an Event of Default or Default exists satisfied at the time such Swing Loan was made (unless such condition was waived in accordance with the terms of this Agreement) and (ii) such Lender had notified the Swing Lender in a draw, writing received by the Borrower shall immediately reimburse the amount of such draw Swing Lender at least one Business Day prior to the Agent for time that it made such Swing Loan that the benefit of Swing Lender was not authorized to make such Swing Loan because such conditions were not satisfied and stating with specificity the Lendersreason therefor.

Participation by Lenders. (ia) Effective immediately upon The Swing Lender may, at any time, in its sole discretion, by written notice to the issuance Borrower and the Agent, demand repayment of each Letter its Swing Loans by way of a Revolving Credit and without further action on Loan borrowing, in which case the part of the Issuer, the Issuer Borrower shall be deemed to have granted to each Lenderrequested a Revolving Credit Loan borrowing comprised entirely of Base Rate Loans in the amount of such Swing Loans; provided, and each Lender however, that, in either of the following circumstances, any such demand shall also be deemed to have irrevocably purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation in such Letter of Credit been given one Business Day prior to the extent occurrence of each Lender's percentage of (i) the Revolving Credit Limit. FurtherTermination Date and (ii) the exercise of remedies in accordance with the provisions of Section 12.02 hereof (each such Revolving Credit Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as "Mandatory Borrowing"). (b) Each Lender hereby irrevocably agrees to make such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 7.03 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 1.02, (v) the date of such Mandatory Borrowing or (vi) any reduction in the Revolving Credit Limit or termination of the Commitment immediately prior to such Mandatory Borrowing or contemporaneously therewith. (c) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each Lender acknowledges and hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Lender such participations in the outstanding Swing Loans as shall be absolutely liable, necessary to the extent of cause each such Lender to share in such Swing Loans ratably based upon its respective percentage of the Revolving Credit Limit, Commitment as set forth on Schedule A hereto (determined before giving effect to fund any termination of the Commitments pursuant to Section 12.02); provided that (i) all interest payable on demand or reimburse the Issuer on demand Swing Loans shall be for the account of the Swing Lender until the date as of which the respective participation is purchased and (ii) if any purchase of participations pursuant to this sentence is made later than the date required under this subsection, the purchasing Lender shall be required to pay to the Swing Lender interest on the principal amount of such participation purchased for each draft day from and including the day upon which the participation should have been purchased to but excluding the date of actual payment for such participation, at the rate equal to, if paid by within three (3) Business Days of the Issuer under each Letter date of Credit the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the extent that Base Rate (less any interest received from the Borrower for such amount is not immediately reimbursed by the Borrowerperiod). (iid) In furtherance of the provisions of the preceding paragraph (a), the Issuer shall notify the Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then exists, each No Lender shall be obligated to make available to the Agent such Lender's share of such draw Revolving Credit Loans or purchase a participation in immediately available (in Dollars) to the Agent no later than noon (Philadelphia, PA time), on the date specified in the Agent's notice. The failure of the Issuer or the Agent to give timely notice any Swing Loan pursuant to this Section, if such Lender proves that (i) the conditions set forth in Subsection 1.04(f) shall 7.03 were not affect the right of the Issuer to reimbursement from the Lenders. Any amount paid by Agent and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit Loan and shall be repaid pursuant to the provisions respecting Revolving Credit Loans, provided that if an Event of Default or Default exists satisfied at the time such Swing Loan was made (unless such condition was waived in accordance with the terms of this Agreement) and (ii) such Lender had notified the Swing Lender in a draw, writing received by the Borrower shall immediately reimburse the amount of such draw Swing Lender at least one Business Day prior to the Agent for time that it made such Swing Loan that the benefit of Swing Lender was not authorized to make such Swing Loan because such conditions were not satisfied and stating with specificity the Lendersreason therefor.

Participation by Lenders. (i) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the Issuer, the Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the Issuer, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's ’s percentage of the Revolving Credit Limit. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit Limit, to fund on demand or reimburse the Issuer on demand for the amount of each draft paid by the Issuer under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower. (ii) In furtherance of the provisions of the preceding paragraph (a), the Issuer shall notify the Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then exists, each Lender shall make available to the Agent such Lender's ’s share of such draw in immediately available (in Dollars) to the Agent no later than noon (Philadelphia, PA time), on the date specified in the Agent's ’s notice. The failure of the Issuer or the Agent to give timely notice pursuant to this Subsection 1.04(f) shall not affect the right of the Issuer to reimbursement from the Lenders. Any amount paid by Agent and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit Loan and shall be repaid pursuant to the provisions respecting Revolving Credit Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the IssuerIssuing Bank, the Issuer Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's ’s percentage of the Revolving Credit LimitCommitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitCommitment, to fund on demand or reimburse the Issuer Issuing Bank on demand for the amount of each draft paid by the Issuer Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower. (iib) In furtherance of the provisions of the preceding paragraph (a), the Issuer Issuing Bank shall notify the Administrative Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Administrative Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then existsexists and whether or not there shall then be any Available Commitment, each Lender shall make available to the Administrative Agent such Lender's ’s share of such draw in immediately available funds (in Dollars) to the Administrative Agent no later than 12:00 noon (PhiladelphiaNew York, PA NY time), ) on the date specified in the Administrative Agent's ’s notice. The failure of the Issuer Issuing Bank or the Administrative Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer Issuing Bank to reimbursement from the Lenders. Any amount paid by Agent the Issuing Bank and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Administrative Agent for the benefit of the Lenders.

Participation by Lenders. (ia) Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the IssuerIssuing Bank, the Issuer Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall be deemed to have irrevocably purchased and received from the IssuerIssuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each Lender's percentage of the Revolving Credit LimitCommitment. Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the Revolving Credit LimitCommitment, to fund on demand or reimburse the Issuer Issuing Bank on demand for the amount of each draft paid by the Issuer Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower. (iib) In furtherance of the provisions of the preceding paragraph (a), the Issuer Issuing Bank shall notify the Administrative Agent promptly upon receipt of notice of an intended draw under a Letter of Credit. The Administrative Agent shall give written, telecopied or telegraphic notice to each of the other Lenders of its pro rata share of such draw and the scheduled date thereof. After receipt of such notice, and whether or not an Event of Default or Default then existsexists and whether or not there shall then be any Available Commitment, each Lender shall make available to the Administrative Agent such Lender's share of such draw in immediately available funds (in Dollars) to the Administrative Agent no later than 12:00 noon (PhiladelphiaNew York, PA NY time), ) on the date specified in the Administrative Agent's notice. The failure of the Issuer Issuing Bank or the Administrative Agent to give timely notice pursuant to this Subsection 1.04(f) 3.1.7 shall not affect the right of the Issuer Issuing Bank to reimbursement from the Lenders. Any amount paid by Administrative Agent and Lenders pursuant to a draw made under a Letter of Credit shall constitute a Revolving Credit an RC Loan and shall be repaid pursuant to the provisions respecting Revolving Credit RC Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Administrative Agent for the benefit of the Lenders.