Common use of Participations of Lenders Clause in Contracts

Participations of Lenders. On the Effective Date, without any further action on the part of any Fronting Bank or the Lenders, each Fronting Bank issuing one or more Letters of Credit (whether on the Effective Date or at any time thereafter) pursuant to this Section hereby grants to each Lender, and each Lender hereby acquires from such Fronting Bank, a participation in each such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Fronting Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Fronting Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f)(i) of this Section, or of any reimbursement payment in respect of an LC Disbursement required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire and fund participations in respect of Letters of Credit pursuant to this paragraph (e) is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or the reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. For the avoidance of doubt, the parties hereto acknowledge and agree that the funding by a Lender of its participation interest in any LC Disbursement shall not constitute a reimbursement by the Borrower of such LC Disbursement.

Participations of Lenders. (a) On the Effective Datedate of issuance or amendment of each Letter of Credit, without the L/C Agent shall purchase a participation form, or execute an indemnity or reimbursement obligation in favor of, the L/C Issuer with respect to such Letter of Credit. Without any further action on the part of the L/C Agent, the L/C Issuer or any Fronting Bank or the LendersRevolving Loan Lender, each Fronting Bank issuing one or more Letters of Credit (whether on the Effective Date or at any time thereafter) pursuant to this Section hereby grants to each LenderRevolving Loan Lender shall be deemed to, and each Lender hereby acquires irrevocably and unconditionally agrees to, purchase from such Fronting Bank, the L/C Agent a participation in each such Letter of Credit in an amount (the “L/C Participation Amount”) equal to the product of such Revolving Loan Lender’s Applicable Percentage Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and With respect to each Letter of Credit issuance or amendment, each Revolving Loan Lender shall deposit with the L/C Agent in furtherance the L/C Deposit Account an L/C Deposit equal to its L/C Participation Amount in immediately available funds not later than 1:00 p.m. (New York City time) on the Business Day prior to the requested date of issuance of the foregoingapplicable Letter of Credit. Except as expressly provided for herein, each such deposits shall be irrevocable and no Revolving Loan Lender shall have any right to withdraw any of its L/C Deposit. Each Revolving Loan Lender hereby absolutely and unconditionally agrees to pay to that if the Administrative AgentL/C Issuer makes an L/C Disbursement, the L/C Agent shall reimburse the L/C Issuer for the account such Revolving Loan Lender’s Pro Rata Share of the applicable Fronting Bank, amount of such L/C Disbursement from such Revolving Loan Lender’s Applicable Percentage of each LC Disbursement made by such Fronting Bank and not reimbursed by L/C Deposit on deposit in the Borrower on the date due L/C Deposit Account, as provided in paragraph Section 3.04 below. (f)(ib) of this Section, or of any reimbursement payment in respect of an LC Disbursement required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its Revolving Loan Lender’s obligation to acquire and fund participations in respect of Letters of Credit pursuant to this paragraph (e) is absoluteCredit, as contemplated by Section 3.03(a), shall be absolute and unconditional and irrevocable and shall not be affected by any circumstance whatsoevercircumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the L/C Agent, the Borrowers or any other Person for any reason whatsoever; (ii) any amendment, renewal or extension of any Letter of Credit Credit, (iii) or any return of the L/C Deposits, (iv) the occurrence and or continuance of a any Default or the reduction Event of Default, or termination (v) any other occurrence, event or condition, whether or not similar to any of the Commitmentsforegoing. (c) If any Revolving Loan Lender fails to make available to the L/C Agent any amount required to be paid by such Revolving Loan Lender pursuant to the foregoing provisions of Section 3.03(a) by the time specified therein, and that each the L/C Agent shall be entitled to recover from such Revolving Loan Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Agent at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Agent in accordance with banking industry rules on interbank compensation. A certificate of the L/C Agent submitted to any Revolving Loan Lender with respect to any amounts owing under Section 3.03 shall be made without any offset, abatement, withholding or reduction whatsoever. For the avoidance of doubt, the parties hereto acknowledge and agree that the funding by a Lender of its participation interest in any LC Disbursement shall not constitute a reimbursement by the Borrower of such LC Disbursementconclusive absent manifest error.

Participations of Lenders. On (a) Immediately upon the Effective Date, without any further action on the part issuance of any Fronting Bank or the Lenderseach Letter of Credit, each Fronting Bank issuing one or more Letters of Credit (whether on the Effective Date or at any time thereafter) pursuant to this Section hereby grants to each LenderLender shall be deemed to, and each Lender hereby acquires irrevocably unconditionally agrees to, purchase from such Fronting Bank, the Issuing Bank a participation in such Letter of Credit, each drawing thereunder in any amount and each draft accepted or deferred payment obligation incurred in any amount under such Letter of Credit equal in each case to such the product of (i) the Pro Rata Share of each Lender’s Applicable Percentage of , times (ii) the aggregate maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, accepted draft or deferred payment obligation, respectively. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation. (b) The Issuing Bank will promptly notify the Borrower of any drawing under a Letter of Credit. The Borrower shall reimburse the Issuing Bank on each date that any amount is paid by the Issuing Bank under any Letter of Credit (each such date, an "Honor Date") at such time(s) as are agreed upon by the Borrower and the Issuing Bank, in an amount equal to the amount so paid by the Issuing Bank. The Borrower may request, and the Issuing Bank, in its sole discretion may issue, a B/A in satisfaction of the Borrower's obligation to reimburse the Issuing Bank for draws under a Letter of Credit. In consideration and such event, the Lenders shall each be deemed to have purchased a participation in furtherance such B/A in the same pro rata percentage as each Lender's participation in the related Letter of the foregoing, each Lender hereby absolutely and unconditionally Credit. The Borrower agrees to pay to the Administrative AgentIssuing Bank, on the date of maturity of each B/A, an amount equal to the face amount of such B/A plus an amount sufficient to reimburse the Issuing Bank in full for all principal, interest, fees and charges payable to the Issuing Bank on account of such B/A, pursuant to any applicable agreement or otherwise. If the Borrower fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit at such agreed upon time on the Honor Date, or fails to pay a B/A on its maturity date, the Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Lender thereof. (c) Upon receipt of any notice from the Agent of any failure by the Borrower to reimburse or pay the Issuing Bank, each Lender shall make available to the Agent for the account of the applicable Fronting BankIssuing Bank its pro rata share of the amount of such reimbursement or payment. If, after receipt of such notice, any Lender fails to transfer its pro rata share of the amount of such reimbursement or payment to the Agent, interest shall accrue on such Lender’s Applicable Percentage of each LC Disbursement made by 's obligation to make such Fronting Bank and not reimbursed by reimbursement or payment from the Borrower on Honor Date or the maturity date, as applicable, to the date due such Lender makes such payment, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. Any failure of the Agent to give notice to the Lenders on an Honor Date or a maturity date, as provided in paragraph (f)(i) of this Sectionapplicable, or of in sufficient time to enable any reimbursement Lender to effect such payment on such date shall not relieve such Lender from its obligations under this subsection (c). (d) Each Lender's payment to the Issuing Bank pursuant to Section 2A.03(c) shall be deemed payment in respect of an LC Disbursement required to be refunded to the Borrower for any reason. and in satisfaction of its participation in such Letter of Credit or B/A. (e) Each Lender acknowledges and agrees that its Lender's obligation to acquire and fund participations make payment in respect of its participation in Letters of Credit pursuant to this paragraph (e) is absoluteor B/As, shall be absolute and unconditional and irrevocable without recourse to the Issuing Bank and shall not be affected by any circumstance whatsoevercircumstance, including (i) any amendmentsetoff, renewal counterclaim, recoupment, defense or extension of other right which such Bank may have against the Issuing Bank, the Borrower or any Letter of Credit or other Person for any reason whatsoever; (ii) the occurrence and or continuance of a Default or the reduction any Event of Default; or termination (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. For the avoidance of doubt, the parties hereto acknowledge and agree that the funding by a Lender of its participation interest in any LC Disbursement shall not constitute a reimbursement by the Borrower of such LC Disbursementforegoing.

Participations of Lenders. On the Effective Date, without any further action on the part of any Fronting Issuing Bank or the Lenders, each Fronting Issuing Bank issuing one or more Letters of Credit (whether on the Effective Date or at any time thereafter) pursuant to this Section hereby grants to each Lender, and each Lender hereby acquires from such Fronting Issuing Bank, a participation in each such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Fronting Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Fronting Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f)(i) of this Section, or of any reimbursement payment in respect of an LC Disbursement required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire and fund participations in respect of Letters of Credit pursuant to this paragraph (e) is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or the reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. For the avoidance of doubt, the parties hereto acknowledge and agree that the funding by a Lender of its participation interest in any LC Disbursement shall not constitute a reimbursement by the Borrower of such LC Disbursement.

Participations of Lenders. On the Effective Date, without any further action on the part of any Fronting Bank or the Lenders, each Fronting Bank issuing one or more Letters of Credit (whether on the Effective Date or at any time thereafter) pursuant to this Section hereby grants to each Lender, and each Lender hereby acquires from such Fronting Bank, a participation in each such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Fronting Bank, such LenderXxxxxx’s Applicable Percentage of each LC Disbursement made by such Fronting Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f)(i) of this Section, or of any reimbursement payment in respect of an LC Disbursement required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire and fund participations in respect of Letters of Credit pursuant to this paragraph (e) is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or the reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. For the avoidance of doubt, the parties hereto acknowledge and agree that the funding by a Lender of its participation interest in any LC Disbursement shall not constitute a reimbursement by the Borrower of such LC Disbursement.