Common use of Participations in Letters of Credit Clause in Contracts

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any set-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d2.04(c) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made its Pro Rata Share of the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d2.04(c) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent its Pro Rata Share of the amount of such amount L/C Disbursement, plus any applicable interest, for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis in accordance with its Percentage of the Commitments in the Letters of Credit issued by the Agent, which participation shall automatically arise upon the issuance of a each Letter of Credit Credit. Each Lender unconditionally agrees that in the event the Agent is not immediately reimbursed by the Issuing Bank Borrowers for the amount paid by the Agent on any draft presented under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and then in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any set-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If event such Lender shall pay to the Administrative Agent such Lender's Percentage of the amount of each draft so paid and in return such Lender shall automatically receive an equivalent percentage participation in the rights of the Agent to obtain reimbursement from the Borrowers for the account amount of such draft, together with interest thereon as provided for herein. The obligations of the Issuing Bank on Lenders to the Agent under this subsection shall be absolute, irrevocable and unconditional under any Business Dayand all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Lender may have or have had against the Borrowers, the Agent, any other Lender or any other party whatsoever. In the event that any Lender fails to honor its obligation to reimburse the Agent for its Percentage of the amount of any such amount so paid draft, then in that event (i) each other Lender shall pay to the Agent its pro rata share of the payment due the Agent from the defaulting Lender, (ii) the defaulting Lender shall have no right to participate in any recoveries from the Borrowers in respect of principal shall constitute a Letter of Credit Advance made by such draft and (iii) all amounts to which the defaulting Lender on such Business Day for purposes would otherwise be entitled under the terms of this Agreement, and the outstanding principal amount Agreement or any of the Letter other Loan Documents shall first be applied to reimbursing the Lenders for their respective pro rata shares of Credit Advance made the defaulting Lender's portion of the draft, together with interest thereon as provided for herein. Upon reimbursement to the other Lenders (pursuant to clause (iii) above or otherwise) of the amount advanced by them to the Agent in respect of the defaulting Lender's share of the draft together with interest thereon, the defaulting Lender shall thereupon be entitled to its participation in the Agent's right of recovery against the Borrowers in respect of the draft paid by the Issuing Bank shall be reduced by such amount on such Business DayAgent.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit A Lender, and each such Revolving Credit A Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit A Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower Company forthwith on the date due as provided in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit A Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit A Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit A Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis in accordance with its Percentage of the Revolving Credit Commitments in the Letters of Credit issued by the Agent, which participation shall automatically arise upon the issuance of a each Letter of Credit Credit. Each Lender unconditionally agrees that in the event the Agent is not immediately reimbursed by the Issuing Bank Company for the amount paid by the Agent on any draft presented under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of then in that event such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to shall pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for (i) in the account case of the Issuing Bank by deposit to the Administrative Agent’s Account, a Reimbursement Obligation payable in same day fundsU.S. Dollars, an amount equal to such Lender’s Pro Rata Share 's Percentage of such L/C Disbursement. 51 Amended unpaid Reimbursement Obligation, such payment to be made in lawful money in the United States, in immediately available funds at the Agent's principal office in Chicago, Illinois, together with interest on such amount accrued from the date the related payment was made by the Agent to the date of such payment by such Lender at a rate per annum equal to (X) from the date the related payment was made by the Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and Restated KCSR Credit Agreement Each Revolving Credit (Y) from the date two (2) Business Days after the date such payment is due from such Lender acknowledges to the date such payment is made by such Lender, the Domestic Rate in effect for each such day and agrees that its obligation to acquire participations pursuant to this Section 2.03(c(ii) in respect the case of Letters a Reimbursement Obligation payable in an Alternative Currency, an amount equal to such Lender's Percentage of Credit such unpaid Reimbursement Obligation, such payment to be made in such Alternative Currency in such funds which are then customary for the settlement of international transactions in such currency, together with interest on such amount accrued from the date the related payment was made by the Agent to the date of such payment by the Lender at the rate per annum equal to (X) from the date the related payment was made by the Agent to the date two (2) Business Days after payment by such Lender is absolute due hereunder, the Overnight Foreign Currency Rate for each such day and (Y) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the sum of 1% plus the Overnight Foreign Currency Rate for each such day. The obligations of the Lenders to the Agent under this subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without subject to any set-off, abatementcounterclaim or defense to payment which any Lender may have or have had against the Company, withholding the Agent, any other Lender or reduction any other party whatsoever. If and to In the extent event that any Revolving Credit Lender shall not have so made fails to honor its obligation to reimburse the Agent for its Percentage of the amount of any such L/C Disbursement available draft, then in that event the defaulting Lender shall have no right to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day participate in any recoveries from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid Company in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Daydraft.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis (based on the issuance proportion which the relevant Lender's Revolving Loan Commitment bears to the aggregate amount of a Revolving Loan Commitments) in the Letters of Credit, and the guaranty obligations arising in connection therewith, and in any deemed Advance made under Section 2.4(a) above, which participation shall arise on the date of this Agreement with respect to all outstanding letters of credit guaranteed by HBLI under the Original Loan Agreement and listed on Exhibit C and which participation shall automatically arise with respect to each Letter of Credit by issued after the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter date of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective this Agreement upon the issuance of each such Letter of Credit. In consideration Each Lender unconditionally agrees that in the event an Advance is deemed to be made to Debtor under the terms of Section 2.4(a) above, then in that event such Lender shall pay to Agent such Lender's pro rata share of such Advance (on the next Settlement Date or, if sooner required by Agent, by 1:00 p.m. (Chicago time) upon Agent's demand if such demand is given to such Lender by 11:00 a.m. (Chicago time) on any Business Day or, if such demand is given after 11:00 a.m. (Chicago time) on any Business Day, by 1:00 p.m. (Chicago time) on the next Business Day), without regard to the conditions for an Advance set forth in Section 2.1, and in furtherance return such Lender shall automatically receive an equivalent percentage participation in each payment received in respect of the foregoingrelevant Advance, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due together with interest thereon as provided in Section 2.04(d) by making available for the account herein. The obligations of its Applicable Lending Office Lenders to Agent under this subsection shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that extent Debtor is relieved from its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters reimburse Agent for a drawing under a Letter of Credit is absolute and unconditional because of Agent's gross negligence or willful misconduct) and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without subject to any set-off, abatementcounterclaim or defense to payment which any Lender may have or have had against Debtor, withholding Agent, any other Lender or reduction any other party whatsoever. If and to In the extent event that any Revolving Credit Lender shall not have so made fails to honor its obligation to reimburse Agent for its pro rata share of the amount of any such L/C Disbursement available draft, then in that event (i) the defaulting Lender shall have no right to participate in any recoveries from Debtor in respect of such Advance and (ii) all amounts to which the Administrative Agentdefaulting Lender would otherwise be entitled under the terms of this Agreement or any other Transaction Document shall first be applied to reimbursing Agent for the defaulting Lender's portion of the Advance, such Revolving Credit Lender agrees together with interest thereon as provided for herein. Upon reimbursement to pay Agent (pursuant to clause (ii) above or otherwise) of the Administrative Agent forthwith on demand such amount advanced in respect of the defaulting Lender's share of the Advance together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such defaulting Lender shall pay thereupon be entitled to the Administrative Agent such amount for the account its participation in Agent's right of the Issuing Bank on any Business Day, such amount so paid recovery against Debtor in respect of principal shall constitute a Letter of Credit the Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business DayAgent.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the any Issuing Bank under Section 2.03(a), the such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the such Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s 's Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s 's Pro Rata Share of each L/C Disbursement made by the such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d2.08(b) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the such Issuing Bank by deposit to the Administrative Agent’s 's Account, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative CERC 5-Year Revolving Credit Agreement Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d2.08(b) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the such Issuing Bank shall be reduced by such amount on such Business Day.

Participations in Letters of Credit. Upon the issuance of a Letter of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Revolving Credit Lender, and each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(d2.04(e) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to such Lender’s Pro Rata Share of such L/C Disbursement. 51 Amended and Restated KCSR Credit Agreement Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the termination of the Commitments, and that each such payment shall be made without any off-set-off, abatement, withholding or reduction whatsoever. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(d2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day. Payments by Revolving Credit Lenders under this Section 2.03(c) shall be made in the same currency as that of the applicable Letter of Credit, unless the Issuing Bank or the Administrative Agent shall have requested reimbursement thereof in the Equivalent in Dollars of such amount.

Participations in Letters of Credit. Upon Each Lender shall participate on a pro rata basis in the Letters of Credit issued by the Issuing Banks, which participation shall automatically arise upon the issuance of each such Letter of Credit (such participations to ratably count against the Commitments of the Lenders when the Letters of Credit are issued). Each Lender unconditionally agrees that in the event an Issuing Bank is not immediately reimbursed by the Company for the amount paid by such Issuing Bank on any draft presented to it under a Letter of Credit issued by the Issuing Bank under Section 2.03(a)it, the then such Issuing Bank shall be deemed, without further action by any party hereto, to have sold give prompt notice thereof to each Revolving Credit Lender, Lender and in that event each such Revolving Credit Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal thereafter pay to such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not reimbursed by (i) in the Borrower forthwith on the date due as provided case of a reimbursement obligation payable in Section 2.04(d) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank by deposit to the Administrative Agent’s Account, in same day fundsU.S. Dollars, an amount equal to such Lender’s Pro Rata Share 's pro rata share (based on the percentage which its Commitment bears to the aggregate of the Commitments) of such L/C Disbursementunpaid reimbursement obligation, such payment to be made in lawful money in the United States, in immediately available funds at the Issuing Bank's lending office designated on its signature page hereof (or on its Assignment Agreement delivered pursuant to Section 12.12 hereof), together with interest on such amount accrued from the date the related payment was made by the Issuing Bank to the date of such payment by such participating Lender at a rate per annum equal to (x) from the date the related payment was made by the Issuing Bank to the date two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (y) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day and (ii) in the case of a reimbursement obligation payable in an Available Foreign Currency, an amount equal to such Lender's pro rata share (based on the percentage which its Commitment bears to the aggregate of the Commitments) of such unpaid reimbursement obligation, such payment to be made in the U.S. Dollar Equivalent of such Available Foreign Currency as then determined by the Issuing Bank, together with interest on such amount accrued from the date the related payment was made by the Issuing Bank to the date of such payment by the participating Lender at a rate per annum equal to (x) from the date the related payment was made by the Issuing Bank to the date two (2) Business Days after payment by such Lender is due hereunder, the U.S. Dollar Equivalent of the Overnight Foreign Currency Rate for each such day or, at the Issuing Bank's election, the Federal Funds Rate and (y) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the sum of 1% plus the U.S. Dollar Equivalent of the Overnight Foreign Currency Rate for each such day or, at the Issuing Bank's election, the Base Rate in effect for each such day. 51 Amended Each such participating Lender shall thereafter be entitled to receive its pro rata share of each payment received in respect of the relevant reimbursement obligation and Restated KCSR Credit Agreement Each Revolving Credit of interest paid thereon, with the Issuing Bank retaining its pro rata share as a Lender acknowledges and agrees hereunder. In the event that any Lender fails to honor its obligation to acquire participations pursuant reimburse an Issuing Bank for its pro rata share of the amount of any such draft, then in that event (i) the defaulting Lender shall have no right to this Section 2.03(c) participate in any recoveries from the Company in respect of Letters such draft and (ii) all amounts to which the defaulting Lender would otherwise be entitled under the terms of Credit is absolute and unconditional and this Agreement shall not first be affected by any circumstance whatsoever, including applied to reimbursing the occurrence and continuance of a Default or an Event of Default or Issuing Bank for the termination defaulting Lender's portion of the Commitmentsdraft, and that each such payment shall be made without any set-off, abatement, withholding or reduction whatsoevertogether with interest thereon at the rate provided for herein. If and Upon reimbursement to the extent that any Revolving Credit Lender shall not have so made Issuing Bank of the amount advanced by the Issuing Bank in respect of such L/C Disbursement available to the Administrative Agentdefaulting Lender's share of the draft, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date defaulting Lender shall thereupon be entitled to its participation in such L/C Disbursement is due pursuant to Section 2.04(d) until Issuing Bank's rights of recovery against the date such amount is Company in respect of the draft paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of by the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.