Common use of Participations by Banks Clause in Contracts

Participations by Banks. (i) On the date of issuance of each L/C (or, in the case of an L/C set forth on Schedule III, on the Closing Date), the L/C Issuer shall be deemed irrevocably and unconditionally to have sold and transferred to each Bank (excluding, for all purposes of this Section 2.2(e), the L/C Issuer, which shall retain a portion equal to its pro rata share of the Aggregate Commitments) without recourse or warranty, and each Bank shall be deemed to have irrevocably and unconditionally purchased and received from the L/C Issuer, an undivided interest and participation, to the extent of such Bank’s pro rata share of the Aggregate Commitments in effect on the date of such issuance, in such L/C, each substitute letter of credit, each drawing made thereunder, the related Application Documents, all L/C Obligations (other than fees under Section 2.6(a)(v)) relating to such L/C and all Credit Documents securing, guaranteeing, supporting or otherwise benefiting the payment of such L/C Obligations. The L/C Issuer shall furnish to any Bank, upon request, copies of any L/C and any Application Documents as may be requested by such Bank. (ii) If any reimbursement obligation under Section 2.2(c) is not paid to the L/C Issuer with respect to any L/C in full immediately or by a Mandatory L/C Borrowing from all the Banks pro rata pursuant to Section 2.2(c)(i), the L/C Issuer shall promptly notify Agent to that effect, and Agent shall promptly notify the Banks of the amount of such reimbursement obligation and each Bank shall immediately pay to Agent, for immediate payment to the L/C Issuer, in lawful money of the United States and in immediately available funds, an amount equal to such Bank’s ratable portion of the amount of such unpaid reimbursement obligation. (iii) The obligation of each Bank to make Loans in respect of each Mandatory L/C Borrowing and to make payments under the preceding Section 2.2(e)(ii) shall be absolute, unconditional and irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall not be subject to any conditions set forth in Article III or otherwise affected by any circumstance including, without limitation, (A) the occurrence or continuance of a Default or an Event of Default; (B) any adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower; (C) any breach of this Agreement or any Application Documents or other Credit Documents by Borrower or any Bank; (D) any set-off, counterclaim, recoupment, defense or other right which such Bank or Borrower may have at any time against the L/C Issuer, any other Bank or any beneficiary named in any L/C in connection herewith or otherwise; (E) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (F) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (G) the granting, surrender or impairment of any security for the performance or observance of any of the terms of any of the other Credit Documents; or (H) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Borrower agrees that any Bank purchasing a participation in any L/C from the L/C Issuer hereunder may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of Borrower in the amount of such participation. (iv) Promptly after the L/C Issuer receives a payment on account of a reimbursement obligation with respect to any L/C as to which any other Bank has funded its participation pursuant to Section 2.2(e)(ii), the L/C Issuer shall promptly pay to Agent, and Agent shall promptly pay to each Bank which funded its participation therein, in lawful money of the United States and in the kind of funds so received, an amount equal to such Bank’s ratable share thereof. (v) If any payment received on account of any reimbursement obligation with respect to an L/C and distributed to a Bank as a participant under Section 2.2(e)(iv) is thereafter recovered from the L/C Issuer in connection with any bankruptcy or insolvency proceeding relating to Borrower or otherwise, each Bank which received such distribution shall, upon demand by Agent, repay to the L/C Issuer such Bank’s ratable share of the amount so recovered together with an amount equal to such Bank’s ratable share (according to the proportion of (A) the amount of such Bank’s required repayment to (B) the total amount so recovered) of any interest or other amount paid or payable by the L/C Issuer in respect of the total amount so recovered.

Participations by Banks. (i) On the date of issuance of each L/C (or, in the case of an L/C set forth on Schedule III, on the Closing Date)C, the L/C Issuer shall be deemed irrevocably and unconditionally to have sold and transferred to each Bank (excluding, for all purposes of this Section 2.2(e), the L/C Issuer, which shall retain a portion equal to its pro rata share of the Aggregate Commitments) without recourse or warranty, and each Bank shall be deemed to have irrevocably and unconditionally purchased and received from the L/C Issuer, an undivided interest and participation, to the extent of such Bank’s 's pro rata share of the Aggregate Commitments in effect on the date of such issuance, in such L/C, each substitute letter of credit, each drawing made thereunder, the related Application Documents, all L/C Obligations (other than fees under Section 2.6(a)(v)) relating to such L/C and all Credit Documents securing, guaranteeing, supporting or otherwise benefiting the payment of such L/C Obligations. The L/C Issuer shall furnish to any Bank, upon request, copies of any L/C and any Application Documents as may be requested by such Bank. (ii) If any reimbursement obligation under Section 2.2(c) is not paid to the L/C Issuer with respect to any L/C in full immediately or by a Mandatory L/C Borrowing from all the Banks pro rata pursuant to Section 2.2(c)(i), the L/C Issuer shall promptly notify Agent to that effect, and Agent shall promptly notify the Banks of the amount of such reimbursement obligation and each Bank shall immediately pay to Agent, for immediate payment to the L/C Issuer, in lawful money of the United States and in immediately available funds, an amount equal to such Bank’s 's ratable portion of the amount of such unpaid reimbursement obligation. (iii) The obligation of each Bank to make Loans in respect of each Mandatory L/C Borrowing and to make payments under the preceding Section 2.2(e)(ii) shall be absolute, unconditional and irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall not be subject to any conditions set forth in Article III or otherwise affected by any circumstance including, without limitation, (A) the occurrence or continuance of a Default or an Event of Default; (B) any adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower; (C) any breach of this Agreement or any Application Documents or other Credit Documents by Borrower or any Bank; (D) any set-off, counterclaim, recoupment, defense or other right which such Bank or Borrower may have at any time against the L/C Issuer, any other Bank or any beneficiary named in any L/C in connection herewith or otherwise; (E) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (F) any lack of validity or enforceability enforcement of this Agreement or any of the other Credit Documents; (G) the granting, surrender or impairment of any security for the performance or observance of any of the terms of any of the other Credit Documents; or (H) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Borrower agrees that any Bank purchasing a participation in any L/C from the L/C Issuer hereunder may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of Borrower in the amount of such participation. (iv) Promptly after the L/C Issuer receives a payment on account of a reimbursement obligation with respect to any L/C as to which any other Bank has funded its participation pursuant to Section 2.2(e)(ii), the L/C Issuer shall promptly pay to Agent, and Agent shall promptly pay to each Bank which funded its participation therein, in lawful money of the United States and in the kind of funds so received, an amount equal to such Bank’s 's ratable share thereof. (v) If any payment received on account of any reimbursement obligation with respect to an L/C and distributed to a Bank as a participant under Section 2.2(e)(iv) is thereafter recovered from the L/C Issuer in connection with any bankruptcy or insolvency proceeding relating to Borrower or otherwise, each Bank which received such distribution shall, upon demand by Agent, repay to the L/C Issuer such Bank’s 's ratable share of the amount so recovered together with an amount equal to such Bank’s 's ratable share (according to the proportion of (A) the amount of such Bank’s 's required repayment to (B) the total amount so recovered) of any interest or other amount paid or payable by the L/C Issuer in respect of the total amount so recovered.

Participations by Banks. (i) On the date of issuance of each L/C (or, in the case of an L/C set forth on Schedule III, on the Closing Date)C, the L/C Issuer thereof shall be deemed irrevocably and unconditionally to have sold and transferred to each Bank (excluding, for all purposes of this Section 2.2(eparagraph (i), the L/C Issuer, which shall retain a portion equal to its pro rata PRO RATA share of the Aggregate Commitmentsits Revolving Credit Commitment) without recourse or warranty, and each Bank shall be deemed to have irrevocably and unconditionally purchased and received accepted from the L/C Issuer, an undivided interest and participation, to the extent of such Bank’s pro rata 's PRO RATA share of the Aggregate Commitments Revolving Credit Commitment, in effect on the date of such issuance, in such L/C, each substitute letter of credittherefor, each drawing made thereunder, the related Application Documents, all L/C Obligations (other than fees under Section 2.6(a)(v)) relating to such L/C Applications and all Credit obligations relating thereto and all Loan Documents securingsupporting, guaranteeing, supporting or otherwise benefiting the payment of such L/C Obligations. The L/C Issuer shall furnish to any Bank, upon request, copies of any L/C and any Application Documents as may be requested by such Bank. (ii) If In the event that any reimbursement obligation under Section 2.2(c) Unpaid Drawing is not paid to the L/C Issuer with respect to any L/C Document in full immediately or by a Mandatory L/C Borrowing from all the Banks pro rata pursuant to Section 2.2(c)(i)Banks, the L/C Issuer shall promptly notify the Agent to that effect, and the Agent shall promptly notify the Banks of the amount of such reimbursement obligation Unpaid Drawing and each such Bank shall immediately pay to the Agent, for immediate payment to the L/C Issuer, in lawful money of the United States and in immediately available funds, an amount equal to such Bank’s 's ratable portion of the amount of such unpaid reimbursement obligationUnpaid Drawing. (iii) The obligation of each Bank to make Loans Credit Loans, in respect of each Mandatory L/C Borrowing and to make payments under the preceding Section 2.2(e)(iisubparagraph (d)(ii) shall be absolute, absolute and unconditional and irrevocable and not subject to any qualification or exception whatsoever (except as set forth in this subsection 2.2(d)(iii)), and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall not be subject to any conditions set forth in Article III 4 hereof or otherwise affected by any circumstance including, without limitation, : (A1) the occurrence or continuance of a Default or an Event of DefaultDefault (except that the Banks shall not, and shall not have any obligation to, make any Credit Loan in respect of a Mandatory Borrowing after an event of the type specified in subsection 8.6(a) hereof has occurred); (B2) any adverse change in the business, business condition (financial or otherwise), operations, performance, properties or prospects of Borrowerany Loan Party; (C3) any breach of this Agreement or any Application Documents or other Credit Loan Documents by Borrower or any Bankthe Borrowers; (D4) any set-offsetoff, counterclaim, recoupment, defense or other right which such Bank or Borrower the Borrowers may have at any time against the L/C Issuer, any other Bank Bank, or any beneficiary named in any L/C Document in connection herewith or otherwise; (E5) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (F6) any lack of validity or enforceability enforcement of this Agreement or any of the other Credit Loan Documents; (G) the granting, surrender or impairment of any security for the performance or observance of any of the terms of any of the other Credit Documents; or (H7) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, PROVIDED THAT such circumstances or happenings shall not have constituted gross negligence or willful misconduct of the L/C Issuer. Borrower agrees The Borrowers agree that any Bank purchasing a participation in any L/C Document from the L/C Issuer hereunder may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of Borrower the Borrowers in the amount of such participation. (iv) Promptly after If the L/C Issuer receives a payment on account of a reimbursement obligation an Unpaid Drawing with respect to any L/C Document as to which any other Bank has funded its participation pursuant to Section 2.2(e)(ii)subparagraph (d)(iii) above, the L/C Issuer shall promptly shall, within one Business Day, pay to the Agent, and the Agent shall promptly shall, within one Business Day, pay to each Bank which funded its participation therein, in lawful money of the United States and in the kind of funds so received, an amount equal to such Bank’s 's ratable share thereofthereof plus interest at the Federal Funds Rate if not paid to each such Bank within one Business Day of the date such funds were received by the Agent. (v) If any payment received on account of any reimbursement obligation with respect to an any L/C Document and distributed to a Bank as a participant under Section 2.2(e)(ivparagraph (iv) is thereafter recovered from the L/C Issuer thereof in connection with any bankruptcy or insolvency proceeding relating to Borrower the Borrower(s) or otherwise, each Bank which received such distribution shall, upon demand by the Agent, repay to the L/C Issuer such Bank’s 's ratable share of the amount so recovered together with an amount equal to such Bank’s 's ratable share (according to the proportion of (A1) the amount of such Bank’s 's required repayment to (B2) the total amount so recovered) of any interest or other amount paid or payable by the L/C Issuer in respect of the total amount so recovered.

Participations by Banks. (i) On the date of issuance of each L/C (or, in the case of an L/C set forth on Schedule III, on the Closing Date)C, the L/C Issuer thereof shall be deemed irrevocably and unconditionally to have sold and transferred to each Bank (excluding, for all purposes of this Section 2.2(eparagraph (i), the L/C Issuer, which shall retain a portion equal to its pro rata share of the Aggregate CommitmentsTotal Revolving Credit Commitment) without recourse or warranty, and each Bank shall be deemed to have irrevocably and unconditionally purchased and received accepted from the L/C Issuer, an undivided interest and participation, to the extent of such Bank’s 's pro rata share of the Aggregate Commitments Total Revolving Credit Commitment in effect on the date of such issuance, in such L/C, each substitute letter of credittherefor, each drawing made thereunder, the related Application Documents, all L/C Obligations (other than fees under Section 2.6(a)(v)) relating to such L/C Applications and all Credit Obligations relating thereto and all Loan Documents securingsupporting, guaranteeing, supporting or otherwise benefiting benefitting the payment of such L/C Obligations. The L/C Issuer shall furnish to any Bank, upon request, copies of any L/C and any Application Documents as may be requested by such Bank. (ii) If In the event that any reimbursement obligation under Section 2.2(c) Unpaid Drawing is not paid to the L/C Issuer with respect to any L/C Document in full immediately or by a Mandatory L/C Borrowing from all the Banks pro rata pursuant to Section 2.2(c)(i)Banks, the L/C Issuer shall promptly notify the Agent to that effect, and the Agent shall promptly notify the Banks of the amount of such reimbursement obligation Unpaid Drawing and each such Bank shall immediately pay to the Agent, for immediate payment to the L/C Issuer, in lawful money of the United States and in immediately available funds, an amount equal to such Bank’s 's ratable portion of the amount of such unpaid reimbursement obligationUnpaid Drawing. (iii) The obligation of each Bank to make Credit Loans in respect of each Mandatory L/C Borrowing and to make payments under the preceding Section 2.2(e)(iisubparagraph (d)(ii) shall be absolute, absolute and unconditional and irrevocable and not subject to any qualification or exception whatsoever (except as set forth in this subsection 2.2(d)(iii)), and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall not be subject to any conditions set forth in Article III 4 hereof or otherwise affected by any circumstance including, without limitation, : (A1) the occurrence or continuance of a Default or an Event of DefaultDefault (except that the Banks shall not, and shall not have any obligation to, make any Credit Loan in respect of a Mandatory Borrowing after an event of the type specified in subsection 8.6(a) hereof has occurred); (B2) any adverse change in the business, business condition (financial or otherwise), operations, performance, properties or prospects of Borrowerany Loan Party; (C3) any breach of this Agreement or any Application Documents or other Credit Loan Documents by Borrower or any Bankthe Borrowers; (D4) any set-offsetoff, counterclaim, recoupment, defense or other right which such Bank or Borrower the Borrowers may have at any time against the L/C Issuer, any other Bank Bank, or any beneficiary named in any L/C Document in connection herewith or otherwise; (E5) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (F6) any lack of validity or enforceability enforcement of this Agreement or any of the other Credit Loan Documents; (G) the granting, surrender or impairment of any security for the performance or observance of any of the terms of any of the other Credit Documents; or (H7) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, provided that such circumstances or happenings shall not have constituted gross negligence or willful misconduct of the L/C Issuer. Borrower agrees The Borrowers agree that any Bank purchasing a participation in any L/C Document from the L/C Issuer hereunder may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of Borrower the Borrowers in the amount of such participation. (iv) Promptly after If the L/C Issuer receives a payment on account of a reimbursement obligation an Unpaid Drawing with respect to any L/C Document as to which any other Bank has funded its participation pursuant to Section 2.2(e)(ii)subparagraph (d)(iii) above, the L/C Issuer shall promptly shall, within one Business Day, pay to the Agent, and the Agent shall promptly shall, within one Business Day, pay to each Bank which funded its participation therein, in lawful money of the United States and in the kind of funds so received, an amount equal to such Bank’s 's ratable share thereof. (v) If any payment received on account of any reimbursement obligation with respect to an any L/C Document and distributed to a Bank as a participant under Section 2.2(e)(ivparagraph (iv) is thereafter recovered from the L/C Issuer thereof in connection with any bankruptcy or insolvency proceeding relating to Borrower the Borrower(s) or otherwise, each Bank which received such distribution shall, upon demand by the Agent, repay to the L/C Issuer such Bank’s 's ratable share of the amount so recovered together with an amount equal to such Bank’s 's ratable share (according to the proportion of (A1) the amount of such Bank’s 's required repayment to (B2) the total amount so recovered) of any interest or other amount paid or payable by the L/C Issuer in respect of the total amount so recovered.

Participations by Banks. (i) On the date of issuance of each L/C (or, in the case of an L/C set forth on Schedule III, on the Closing Date)C, the L/C Issuer thereof shall be deemed irrevocably and unconditionally to have sold and transferred to each Bank (excluding, for all purposes of this Section 2.2(eparagraph (i), the L/C Issuer, which shall retain a portion equal to its pro rata share of its Tranche A Revolving Credit Commitment or its Tranche B Revolving Credit Commitment, as the Aggregate Commitmentscase may be) without recourse or warranty, and each Bank shall be deemed to have irrevocably and unconditionally purchased and received accepted from the L/C Issuer, an undivided interest and participation, to the extent of such Bank’s 's pro rata share of its Tranche A Revolving Credit Commitment or its Tranche B Revolving Credit Commitment, as the Aggregate Commitments case may be, in effect on the date of such issuance, in such L/C, each substitute letter of credittherefor, each drawing made thereunder, the related Application Documents, all L/C Obligations (other than fees under Section 2.6(a)(v)) relating to such L/C Applications and all Credit obligations relating thereto and all Loan Documents securingsupporting, guaranteeing, supporting or otherwise benefiting the payment of such L/C Obligations. The L/C Issuer shall furnish to any Bank, upon request, copies of any L/C and any Application Documents as may be requested by such Bank. (ii) If In the event that any reimbursement obligation under Section 2.2(c) Unpaid Drawing is not paid to the L/C Issuer with respect to any L/C Document in full immediately or by a Mandatory L/C Borrowing from all the Banks pro rata pursuant to Section 2.2(c)(i)Banks, the L/C Issuer shall promptly notify the Agent to that effect, and the Agent shall promptly notify the Banks of the amount of such reimbursement obligation Unpaid Drawing and each such Bank shall immediately pay to the Agent, for immediate payment to the L/C Issuer, in lawful money of the United States and in immediately available funds, an amount equal to such Bank’s 's ratable portion of the amount of such unpaid reimbursement obligationUnpaid Drawing. (iii) The obligation of each Bank to make Tranche B Credit Loans or Tranche A Credit Loans, as the case may be, in respect of each Mandatory L/C Borrowing and to make payments under the preceding Section 2.2(e)(iisubparagraph (d)(ii) shall be absolute, absolute and unconditional and irrevocable and not subject to any qualification or exception whatsoever (except as set forth in this subsection 2.2(d)(iii)), and shall be made in accordance with the terms and conditions of this Agreement under all circumstances and shall not be subject to any conditions set forth in Article III 4 hereof or otherwise affected by any circumstance including, without limitation, : (A1) the occurrence or continuance of a Default or an Event of DefaultDefault (except that the Banks shall not, and shall not have any obligation to, make any Credit Loan in respect of a Mandatory Borrowing after an event of the type specified in subsection 8.6(a) hereof has occurred); (B2) any adverse change in the business, business condition (financial or otherwise), operations, performance, properties or prospects of Borrowerany Loan Party; (C3) any breach of this Agreement or any Application Documents or other Credit Loan Documents by Borrower or any Bankthe Borrowers; (D4) any set-offsetoff, counterclaim, recoupment, defense or other right which such Bank or Borrower the Borrowers may have at any time against the L/C Issuer, any other Bank Bank, or any beneficiary named in any L/C Document in connection herewith or otherwise; (E5) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (F6) any lack of validity or enforceability enforcement of this Agreement or any of the other Credit Loan Documents; (G) the granting, surrender or impairment of any security for the performance or observance of any of the terms of any of the other Credit Documents; or (H7) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, provided that such circumstances or happenings shall not have constituted gross negligence or willful misconduct of the L/C Issuer. Borrower agrees The Borrowers agree that any Bank purchasing a participation in any L/C Document from the L/C Issuer hereunder may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully as if such Bank were the direct creditor of Borrower the Borrowers in the amount of such participation. (iv) Promptly after If the L/C Issuer receives a payment on account of a reimbursement obligation an Unpaid Drawing with respect to any L/C Document as to which any other Bank has funded its participation pursuant to Section 2.2(e)(ii)subparagraph (d)(iii) above, the L/C Issuer shall promptly shall, within one Business Day, pay to the Agent, and the Agent shall promptly shall, within one Business Day, pay to each Bank which funded its participation therein, in lawful money of the United States and in the kind of funds so received, an amount equal to such Bank’s 's ratable share thereofthereof plus interest at the Federal Funds Rate if not paid to each such Bank within one Business Day of the date such funds were received by the Agent. (v) If any payment received on account of any reimbursement obligation with respect to an any L/C Document and distributed to a Bank as a participant under Section 2.2(e)(ivparagraph (iv) is thereafter recovered from the L/C Issuer thereof in connection with any bankruptcy or insolvency proceeding relating to Borrower the Borrower(s) or otherwise, each Bank which received such distribution shall, upon demand by the Agent, repay to the L/C Issuer such Bank’s 's ratable share of the amount so recovered together with an amount equal to such Bank’s 's ratable share (according to the proportion of (A1) the amount of such Bank’s 's required repayment to (B2) the total amount so recovered) of any interest or other amount paid or payable by the L/C Issuer in respect of the total amount so recovered.