Participation in Letters of Credit. If, for any reason, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall be unable to or, in the opinion of the Administrative Agent, it shall be impracticable to, convert any amount drawn under a Letter of Credit to a Revolving Loan pursuant to the preceding subsection, the Administrative Agent (and the Issuing Lender if the Issuing Lender is a Lender other than the Administrative Agent) shall have the right to request that each Lender fund a participation in the amount due with respect to such Letter of Credit, and the Administrative Agent shall promptly notify each Lender thereof (by facsimile or email (confirmed by telephone) or telephone (confirmed in writing)). Upon such notice, but without further action, the Issuing Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Issuing Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Issuing Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by the Borrower pursuant to this Section 2.2(b)(vi) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not the Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this Section 2.2(b)(vi) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Cr...
Participation in Letters of Credit. Concurrently with the issuance of each Letter of Credit, the applicable Issuing Bank shall be deemed to have sold and transferred to each other Bank, and each other Bank shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank's Percentage, in such Letter of Credit and the Company's reimbursement obligations with respect thereto. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the applicable Issuing Bank's "participation" therein. Each Issuing Bank hereby agrees, upon request of the Agent or any Bank, to deliver to such Bank a list of all outstanding Letters of Credit issued by such Issuing Bank, together with such information related thereto as such Bank may reasonably request.
Participation in Letters of Credit. Immediately upon the issuance of each Letter of Credit, the Agent shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Agent, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the Obligations of the Company under this Second Restated Credit Agreement related to such Letter of Credit in an amount equal to the Ratable Portion of such Lender therein, to the end that all of the Lenders shall share the obligations and risks as to Letters of Credit in accordance with their respective Ratable Portions. Each Lender irrevocably agrees to pay to the Agent upon demand at any time the amount of such Lender's participation in such Letter of Credit Obligation.
Participation in Letters of Credit. Immediately upon the issuance by Agent of any Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Pro Rata Share, in such Letter of Credit and any security therefore and any guaranty pertaining thereto. Notwithstanding the foregoing, by its purchase of such participation, no Lender shall be deemed to have assumed any liability to the beneficiary of any Letter of Credit. The Agent shall promptly upon receipt thereof, remit to the Lenders, in accordance with their respective Pro Rata Shares, all Letter of Credit fees received by the Agent under subsection 2.6(c). In the event Agent makes any payment to any Person with respect to any Letter of Credit, Agent shall promptly notify the other Lenders with a participating interest in such Letter of Credit specifying the amount reimbursable by the Borrower thereunder. If such reimbursement is not made by the Borrower on the day when due the amount of such reimbursement obligation shall be deemed to be a Revolving Loan made pursuant to Section 2.1.
Participation in Letters of Credit. Concurrently with the issuance of each Letter of Credit, (it being expressly understood that all letter of credit obligations of the Company and Subsidiaries existing before the Effective Date shall be deemed issued as of the Effective Date solely for purposes of this SECTION 1.7) BAI shall notify each Bank of such issuance and shall be deemed to have sold and transferred to each other Bank, and each other Bank shall be deemed irrevocably and unconditionally to have purchased and received from BAI, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank's Percentage, in such Letter of Credit and the Company's reimbursement obligations with respect thereto. For the purpose of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be BAI's "participation" therein. BAI hereby agrees to deliver to such Bank a list of outstanding Letters of Credit, copies of such Letters of Credit, Letter of Credit Applications and related documentation as such other Bank may from time to time reasonably request.
Participation in Letters of Credit. Effective upon the issuance by the Issuing Bank of any Letter of Credit hereunder, each Bank severally (and not jointly), irrevocably and unconditionally agrees to purchase and receive, and does purchase and receive from the Issuing Bank, without recourse or warranty, an undivided participation interest in such Letter of Credit in a percentage equal to such Bank's Pro Rata Share.
Participation in Letters of Credit. Concurrently with the issuance ---------------------------------- of each Letter of Credit, BofA shall be deemed to have sold and transferred to each other Bank, and each other Bank shall be deemed irrevocably and unconditionally to have purchased and received from BofA, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank's Percentage, in such Letter of Credit and the Company's reimbursement obligations with respect thereto. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be BofA's "participation" therein. BofA hereby agrees (a) to notify each Bank upon the issuance of, or any increase in the amount of, any Letter of Credit; and (b) upon request of any Bank, to deliver to such Bank a list of all outstanding Letters of Credit, together with such information related thereto as such Bank may reasonably request.
Participation in Letters of Credit. In the event that any Bank fails to fund its Aggregate Pro Rata Share of any payment required to be made by such Bank to the applicable Agent for the benefit of any Issuing Bank in accordance with the provisions of Section 2.04(b), 3.04(b), 4.04(b) or 6.07(b), until the earlier of such Bank's cure of all such failures and the termination of the Letter of Credit Tranche Commitments, the proceeds of all amounts thereafter paid or repaid to any Agent by the Company or any other Multicurrency Borrower and otherwise required to be applied to such Bank's share of any Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Issuing Bank (or proportionately to all applicable Issuing Banks) by such Agent on behalf of such Bank to cure, in full or in part, such failure by such Bank, but shall nevertheless be deemed to have been paid to such Bank in satisfaction of such Obligations. Notwithstanding anything in this Agreement to the contrary:
(i) the foregoing provisions of this Section 9.10(a) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the Conversion of any Loans hereunder; and
(ii) a Bank shall be deemed to have cured its failure to fund its Aggregate Pro Rata Share of any such required payment in respect of a Letter of Credit at such time as an amount equal to such Bank's Aggregate Pro Rata Share (determined as of the time of the applicable Agent's receipt of notice of the failure by the Company to reimburse the applicable Issuing Bank with respect to a payment under such Letter of Credit) of such required payment plus any interest accrued thereon in accordance with the provisions of this Agreement, is fully funded to such Issuing Bank, whether made by such Bank itself, by operation of the terms of this Section 9.10(a) or by the Company directly to such Issuing Bank.
Participation in Letters of Credit. Upon the issuance of each Letter of Credit, the Lenders shall automatically be deemed to have purchased an undivided participation interest therein and in all rights and obligations relating thereto pro rata in accordance with their respective Percentage Shares. The Lenders hereby absolutely and unconditionally (including, without limitation, following the occurrence of an Event of Default) agree to purchase and sell among themselves the dollar amount of any L/C Drawing which is not paid on the date when due by the Company (from the proceeds of Revolving Loans or otherwise), so that each unreimbursed L/C Drawing shall be held and participated in by the Lenders in accordance with their respective Percentage Shares.
Participation in Letters of Credit. On the Effective Date (as hereafter defined) of this Second Amendment, Fifth Third hereby participates in each outstanding Letter of Credit in accordance with its Revolving Credit Ratable Share as more fully described in Section 2.10 of the Credit Agreement.
