Common use of Participations by Lenders Clause in Contracts

Participations by Lenders. (i) On the date of issuance of each L/C the Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, an undivided interest and participation, to the extent of such Lender's PRO RATA share of the Aggregate Revolving Commitment 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 and all L/C Obligations relating to such L/C and all Loan Documents securing, guaranteeing, supporting, or otherwise benefitting the payment of such L/C Obligation. The Issuing Bank shall furnish to any Lender, upon request, copies of any L/C and any Application Documents as may be requested by such Lender. (ii) In the event that any reimbursement obligation under subsection 2.23(c) hereof is not paid to the Issuing Bank with respect to any L/C in full immediately or by a Mandatory L/C Borrowing from all the Lenders PRO RATA pursuant to paragraph 2.23(c)(i), the Issuing Bank shall promptly notify the Administrative Agent to that effect, and the Administrative Agent shall promptly notify the Lenders of the amount of such reimbursement obligation and each such Lender shall immediately pay to the Administrative Agent, for immediate payment to the Issuing Bank, in lawful money of the United States and in immediately available funds, an amount equal to such Lender's ratable portion of the amount of such unpaid reimbursement obligation. (iii) The obligation of each Lender to make Loans in respect of each Mandatory L/C Borrowing and to make payments under the preceding clause (ii) shall be absolute and 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 4 hereof or otherwise affected by any circumstance including, without limitation, (A) the occurrence or continuance of a Default or Event of Default; (B) any adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party; (C) any breach of this Agreement or any Application Documents or other Loan Documents by the Borrower, any other Loan Party or any Lender; (D) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have at any time against the Issuing Bank, any other Lender, any Loan Party, 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 enforcement of this Agreement or any of the Loan Documents; (G) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (H) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower agrees that any Lender purchasing a participation in any L/C from the Issuing Bank 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 Lender were the direct creditor of such Borrower in the amount of such participation. (iv) Promptly after the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) receives a payment on account of a reimbursement obligation with respect to any L/C as to which any other Lender has funded its participation pursuant to subsection 2.23(e)(ii) above, the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) shall promptly pay to the Administrative Agent, and the Administrative Agent shall promptly pay to each Lender 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 Lender'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 Lender as a participant under subsection 2.23(e)(iv) is thereafter recovered from the Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or otherwise, each Lender which received such distribution shall, upon demand by the Administrative Agent, repay to the Issuing Bank such Lender's ratable share of the amount so recovered together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by the Issuing Bank in respect of the total amount so recovered.

Participations by Lenders. (i) On A Lender may, without the date consent of issuance Borrower, but with prior written notice to Administrative Agent, sell to one or more other Persons (each a "Participant") a participation in all or any part of each L/C any Loans held by it, or in its Commitment, provided (A) such Lender's obligations under this Agreement and the Issuing Bank other Loan Documents shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warrantyremain unchanged, and each (B) such Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, an undivided interest and participation, remain solely responsible to the extent other parties hereto for the performance of such obligations and (C) Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any modification or waiver of any provision of this Agreement or any other Loan Document. In no event shall a Lender that sells a participation agree with the Participant to take or refrain from taking any action hereunder or under any other Loan Document except that such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term of such Lender's PRO RATA share of the Aggregate Revolving Commitment in effect on Commitment, (ii) extend the date of such issuance, in such L/C, each substitute letter of credit, each drawing made thereunder, the related Application Documents and all L/C Obligations relating to such L/C and all Loan Documents securing, guaranteeing, supporting, or otherwise benefitting fixed for the payment of principal of or interest on the related Loan or Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such L/C Obligation. The Issuing Bank shall furnish payment of principal, (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such interest or fee or (v) consent to any Lendermodification, upon request, copies amendment or waiver hereof or of any L/C of the other Loan Documents to the extent that the same, under Section 9.11, requires the consent of each Lender affected thereby. Subject to Section 10.6(c)(ii), Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and any Application Documents 10.2(b) to the same extent as may if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(a). To the extent permitted by law, each Participant also shall be requested by entitled to the benefits of Section 10.6 as though it were a Lender; provided that such Participant agrees to be subject to Section 10.6 as though it were a Lender. (ii) In A Participant shall not be entitled to receive any greater payment under Sections 2.6(d), 3.6, and 3.10 than the event that any reimbursement obligation under subsection 2.23(c) hereof is not paid applicable Lender would have been entitled to the Issuing Bank receive with respect to any L/C the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in full immediately Law that occurs after the Participant acquired the applicable participation or by a Mandatory L/C Borrowing from all unless the Lenders PRO RATA pursuant to paragraph 2.23(c)(i), the Issuing Bank shall promptly notify the Administrative Agent to that effect, and the Administrative Agent shall promptly notify the Lenders sale of the amount of such reimbursement obligation and each such Lender shall immediately pay to the Administrative Agent, for immediate payment to the Issuing Bank, in lawful money of the United States and in immediately available funds, an amount equal participation to such LenderParticipant is made with Borrower's ratable portion of the amount of such unpaid reimbursement obligationprior written consent. (iii) The obligation Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower (such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Lender to make Loans in respect Participant and the principal amounts (and stated interest) of each Mandatory L/C Borrowing and to make payments Participant's interest in the Loans or other obligations under the preceding clause Loan Documents (iithe "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) shall be absolute and unconditional and irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with Person except to the terms and conditions extent that such disclosure is necessary to establish that such commitment, loan, letter of this Agreement under all circumstances and shall not be subject to any conditions set forth in Article 4 hereof or otherwise affected by any circumstance including, without limitation, (A) the occurrence or continuance of a Default or Event of Default; (B) any adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party; (C) any breach of this Agreement or any Application Documents credit or other Loan Documents by the Borrower, any other Loan Party or any Lender; (Dobligation is in registered form under Section 5f.103-1(c) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have at any time against the Issuing Bank, any other Lender, any Loan Party, 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 enforcement of this Agreement or any of the Loan Documents; (G) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (H) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower agrees that any Lender purchasing a participation in any L/C from the Issuing Bank 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 Lender were the direct creditor of such Borrower in the amount of such participation. (iv) Promptly after the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) receives a payment on account of a reimbursement obligation with respect to any L/C as to which any other Lender has funded its participation pursuant to subsection 2.23(e)(ii) above, the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) shall promptly pay to the Administrative Agent, and the Administrative Agent shall promptly pay to each Lender which funded its participation therein, in lawful money of the United States and Treasury Regulations. The entries in the kind Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of funds so received, an amount equal to such Lender's ratable share thereof. (v) If participation for all purposes of this Agreement notwithstanding any payment received on account of any reimbursement obligation with respect to an L/C and distributed to a Lender as a participant under subsection 2.23(e)(iv) is thereafter recovered from the Issuing Bank in connection with any bankruptcy or insolvency proceeding relating notice to the Borrower or otherwisecontrary. For the avoidance of doubt, each Lender which received such distribution shall, upon demand by the Administrative Agent (in its capacity as Administrative Agent, repay to the Issuing Bank such Lender's ratable share of the amount so recovered together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by the Issuing Bank in respect of the total amount so recoveredshall have no responsibility for maintaining a Participant Register.

Participations by Lenders. Notwithstanding anything set forth in clause (b) above to the contrary, each Lender may at any time grant, sell, or assign any portion of the Loan (each such interest so disposed of being herein called a "Participated Interest") to banks, insurance companies or other financial institutions (hereinafter called "Participants"), pursuant to such participation agreements, co-lender agreements, agreements and/or agency agreements into which such Lender and its respective Participants may enter; provided, however, that (i) On the date of issuance of each L/C the Issuing Bank shall be deemed irrevocably and unconditionally to have sold and transferred to each Lender without recourse or warranty, and each Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Issuing Bank, an undivided interest and participation, to the extent of such Lender's PRO RATA share of the Aggregate Revolving Commitment in effect on the date of such issuanceobligations under this Agreement shall remain unchanged, in such L/C, each substitute letter of credit, each drawing made thereunder, the related Application Documents and all L/C Obligations relating to such L/C and all Loan Documents securing, guaranteeing, supporting, or otherwise benefitting the payment of such L/C Obligation. The Issuing Bank shall furnish to any Lender, upon request, copies of any L/C and any Application Documents as may be requested by such Lender. (ii) In the event that any reimbursement obligation under subsection 2.23(c) hereof is not paid to the Issuing Bank with respect to any L/C in full immediately or by a Mandatory L/C Borrowing from all the Lenders PRO RATA pursuant to paragraph 2.23(c)(i), the Issuing Bank shall promptly notify the Administrative Agent to that effect, and the Administrative Agent shall promptly notify the Lenders of the amount of such reimbursement obligation and each such Lender shall immediately pay remain solely responsible for the performance of such obligations, (iii) Borrower shall continue to the deal solely and directly with Administrative AgentAgent (and, for immediate payment to the Issuing Bankas applicable, such Lender) in lawful money of the United States and in immediately available funds, an amount equal to connection with such Lender's ratable portion of the amount of such unpaid reimbursement obligation. (iii) The obligation of each Lender to make Loans in respect of each Mandatory L/C Borrowing rights and to make payments obligations under the preceding clause (ii) shall be absolute and 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 and the other Loan Documents, and (iv) no Lender shall transfer or grant any participation under all circumstances and which the Participant shall not be subject have rights to approve any conditions set forth in Article 4 hereof amendment to or otherwise affected by any circumstance including, without limitation, (A) the occurrence or continuance of a Default or Event of Default; (B) any adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party; (C) any breach waiver of this Agreement or any Application Documents or other Loan Documents by Document except to the Borrower, extent such amendment or waiver would (A) extend the final scheduled maturity of any other Loan Party or any Lender; (D) any set-off, counterclaim, recoupment, defense or other right Note in which such Lender or the Borrower may have at any time against the Issuing Bank, any other Lender, any Loan PartyParticipant is participating, or any beneficiary named in any L/C reduce the rate or extend the time of payment of interest thereon (except in connection herewith with a waiver of applicability of any post-default increase in interest rates) or otherwise; (E) reduce the validity, sufficiency or genuineness of documentsprincipal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any endorsement thereonDefault or Event of Default shall not constitute a change in the terms of such participation, even and that an increase in the Loan shall be permitted without the consent of any Participant if the Participant's participation is not increased as a result thereof), (B) consent to the assignment or transfer by Borrower of any of its rights and Obligations under this Agreement or (C) release all or substantially all of the Collateral supporting the Loan in which such documents should prove to be in Participant is participating. In the case of any or all respects invalidsuch participation, insufficient, fraudulent or forged; (F) the Participant shall not have any lack of validity or enforcement of rights under this Agreement or any of the other Loan Documents; Documents (G) the surrender or impairment Participant's rights against such Lender in respect of any security for such participation to be those set forth in the performance or observance of any agreement executed by such Lender in favor of the terms of any of the Loan Documents; or (HParticipant relating thereto) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The and all amounts payable by Borrower agrees that any Lender purchasing a participation in any L/C from the Issuing Bank hereunder may, to the fullest extent permitted by law, exercise all of its rights of payment with respect to such participation as fully shall be determined as if such Lender were the direct creditor of had not sold such Borrower in the amount of such participationParticipated Interest. (iv) Promptly after the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) receives a payment on account of a reimbursement obligation with respect to any L/C as to which any other Lender has funded its participation pursuant to subsection 2.23(e)(ii) above, the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) shall promptly pay to the Administrative Agent, and the Administrative Agent shall promptly pay to each Lender 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 Lender'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 Lender as a participant under subsection 2.23(e)(iv) is thereafter recovered from the Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or otherwise, each Lender which received such distribution shall, upon demand by the Administrative Agent, repay to the Issuing Bank such Lender's ratable share of the amount so recovered together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by the Issuing Bank in respect of the total amount so recovered.

Participations by Lenders. Any Lender may, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (ieach, a “Participant”) On participating interests in any Revolving Loan owing to such Lender, any Revolving Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Revolving Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Obligor therefrom, except to the extent that such amendment, waiver or consent would (x) reduce the principal of, or interest on, the Revolving Loans or reduce the amount of any fees payable hereunder, or postpone the date of issuance the final maturity of the Revolving Loans, in each L/C case to the Issuing Bank extent subject to such participation, (y) release all or substantially all of the Collateral, or release any guarantor from its guaranty of any of the Obligations, except strictly in accordance with the terms of the Loan Documents, or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. The Borrower agrees that if amounts outstanding under this Agreement and the Revolving Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed irrevocably and unconditionally to have sold and transferred the right of setoff in respect of its participating interest in amounts owing under this Agreement to each the same extent as if the amount of its participating interest were owing directly to it as a Lender without recourse or warrantyunder this Agreement, and each Lender provided that, in purchasing such participating interest, such Participant shall be deemed to have irrevocably and unconditionally purchased and received from agreed to share with the Issuing Bank, an undivided interest and participation, Lenders the proceeds thereof as provided in Section 11.8(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the extent benefits of such Lender's PRO RATA share of the Aggregate Revolving Commitment in effect on the date of such issuanceSection 4.4, in such L/C, each substitute letter of credit, each drawing made thereunder, the related Application Documents Section 4.5 and all L/C Obligations relating to such L/C and all Loan Documents securing, guaranteeing, supporting, or otherwise benefitting the payment of such L/C Obligation. The Issuing Bank shall furnish to any Lender, upon request, copies of any L/C and any Application Documents as may be requested by such Lender. (ii) In the event that any reimbursement obligation under subsection 2.23(c) hereof is not paid to the Issuing Bank Section 4.6 with respect to any L/C its participation in full immediately or the Revolving Commitments and Revolving Loans outstanding from time to time as if it was a Lender; provided, however, that in the case of Section 4.5, such Participant shall have complied with the requirements of Section 4.5(f), if applicable, and provided, further, that, except in the case of a participating interest purchased by a Mandatory L/C Borrowing from all the Lenders PRO RATA Benefited Lender pursuant to paragraph 2.23(c)(iSection 11.8(a), no Participant shall be entitled to receive any greater amount pursuant to any such Section than the Issuing Bank shall promptly notify the Administrative Agent transferor Lender would have been entitled to that effect, and the Administrative Agent shall promptly notify the Lenders receive in respect of the amount of the participation transferred by such reimbursement obligation and each such transferor Lender shall immediately pay to the Administrative Agent, for immediate payment to the Issuing Bank, in lawful money of the United States and in immediately available funds, an amount equal to such Lender's ratable portion of the amount of Participant had no such unpaid reimbursement obligationtransfer occurred. (iii) The obligation of each Lender to make Loans in respect of each Mandatory L/C Borrowing and to make payments under the preceding clause (ii) shall be absolute and 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 4 hereof or otherwise affected by any circumstance including, without limitation, (A) the occurrence or continuance of a Default or Event of Default; (B) any adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party; (C) any breach of this Agreement or any Application Documents or other Loan Documents by the Borrower, any other Loan Party or any Lender; (D) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have at any time against the Issuing Bank, any other Lender, any Loan Party, 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 enforcement of this Agreement or any of the Loan Documents; (G) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (H) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Borrower agrees that any Lender purchasing a participation in any L/C from the Issuing Bank 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 Lender were the direct creditor of such Borrower in the amount of such participation. (iv) Promptly after the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) receives a payment on account of a reimbursement obligation with respect to any L/C as to which any other Lender has funded its participation pursuant to subsection 2.23(e)(ii) above, the Issuing Bank (or the Administrative Agent acting on behalf of the Issuing Bank) shall promptly pay to the Administrative Agent, and the Administrative Agent shall promptly pay to each Lender 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 Lender'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 Lender as a participant under subsection 2.23(e)(iv) is thereafter recovered from the Issuing Bank in connection with any bankruptcy or insolvency proceeding relating to the Borrower or otherwise, each Lender which received such distribution shall, upon demand by the Administrative Agent, repay to the Issuing Bank such Lender's ratable share of the amount so recovered together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered) of any interest or other amount paid or payable by the Issuing Bank in respect of the total amount so recovered.